Hindustan Composites Ltd - AGM Information 2024

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30[th] August, 2024

To The Manager The Manager – Listing Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5[th] Floor, ‘G’ Block, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Dalal Street, Fort, Mumbai- 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 509635 SYMBOL: HINDCOMPOS

Dear Sir/Madam,

Sub: Notice of the 60[th] Annual General Meeting (‘AGM’) - Intimation pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Regulation 30 read with Schedule III Part A Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice along with explanatory statement of 60[th] AGM of the Company scheduled to be held on Friday, 27[th] September, 2024 at 11:45 a.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") without physical presence of the members of the Company at a common venue in terms of applicable provision of the Companies Act, 2013 and rules framed thereunder and General Circular No. 09/2023 dated 25[th] September, 2023 read with earlier circulars issued by the Ministry of Corporate Affairs (“MCA”) in this regard from time to time and Circular No. SEBI/HO/CFD/CFD-oD-2/P/CIR/2023/167 dated 7[th] October, 2023 issued by the Securities and Exchange Board of India (“SEBI”) read together with earlier circulars issued by the SEBI in this regard from time to time.

The same is also available on the website of the Company viz. at www.hindcompo.com.

Kindly take the above on your record.

Thanking You,

Yours faithfully,

For Hindustan Composites Limited

Digitally signed ARVIND by ARVIND PUROHIT PUROHIT Date: 2024.08.30 15:42:55 +05'30' Arvind Purohit Company Secretary & Compliance Officer Membership No.: A33624

Encl.: as above

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Hindustan Composites Limited

CIN: L29120MH1964PLC012955

Peninsula Business Park, ‘A’ Tower, 8[th] Floor, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 Tel.: (022) 6688 0100, Fax: (022) 6688 0105, E-mail: [email protected], Website: www.hindcompo.com

NOTICE

Notice is hereby given that the Sixtieth Annual General Meeting (60[th] AGM) of the members of Hindustan Composites Limited will be held on Friday, 27[th] September, 2024 at 11:45 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the members at a common venue, to transact the following businesses. The proceedings of the 60[th] AGM shall be deemed to be �� Peninsula Business Park, ‘A’ Tower, 8[th] Floor, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, which shall be the deemed venue of the 60[th] AGM.

ORDINARY BUSINESS:

To receive, consider and adopt (a) the Standalone Audited Financial Statements of the Company for the ��[st] March, 2024 together with the reports of the Board of Directors’ and Auditors’ thereon; and (b) the Consolidated Audited Financial Statements ��[st] March, 2024 together with the report of Auditors thereon and in �� as ORDINARY RESOLUTIONS:
(a) “ RESOLVED THAT the Standalone Audited Financial Statements of the Company for the ��[st] March, 2024 and reports of the Board of Directors’ and Auditors’ thereon be and are hereby received, considered and adopted.”
(b) “ RESOLVED THAT the Consolidated Audited Financial Statements of the Company for the ��[st] March, 2024 together with the Auditors’ Report thereon be and are hereby received, considered and adopted.”
�� year ended 31[st] March, 2024 and in this regard, �� ORDINARY RESOLUTION :

“RESOLVED THAT pursuant to the recommendation of the Board of Directors of the Company, dividend @ 40% i.e. 2/– (Rupees Two only) per share on Equity Shares having face value of 5/– (Rupees Five only) ��[st] March, �� shareholders whose names appeared on the Company’s �� 20[th] September, 2024 and that the dividend be given only to those shareholders who are entitled to receive the same.”

To appoint a director in place of Mr. P. K. Choudhary (DIN: 00535670), who retires by rotation and being �� following resolution as an ORDINARY RESOLUTION :
“RESOLVED THAT pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. P. K. Choudhary (DIN: 00535670), Director of the Company, who retired �� re-appointment, be and is hereby re-appointed as a Director of the Company, who shall be liable to retire by rotation.”

SPECIAL BUSINESS:

To re-appoint Mr. Lalit Kumar Bararia (DIN: 00204670) as Non-Executive Independent Director of the Company �� resolution as a SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) �� of Directors) Rules, 2014 and Regulations 17, 17(1A), 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory �� in force), the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Lalit Kumar Bararia (DIN: 00204670), Non-Executive �� on 12[th] February, 2025, and who being eligible for re-appointment as Non-Executive Independent Director has given his consent and has submitted a declaration �� provided under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for �� Non-Executive Independent Director of the Company, �� [th] February, 2025 to 12[th] February, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such

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acts, deeds, matters and things as may be necessary to ��

To re-appoint Mrs. Preeti Vimal Agrawal (DIN: 08693668) as Non-Executive Independent Director of the Company �� resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and �� 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory �� in force), the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and Board of Directors of the Company, Mrs. Preeti Vimal Agrawal (DIN: 08693668), Non-Executive �� on 12[th] February, 2025, and who being eligible for reappointment as Non-Executive Independent Director has given her consent and has submitted a declaration �� provided under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing her candidature for �� Non-Executive Independent Director of the Company, �� [th] February, 2025 to 12[th] February, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to ��

To appoint Mr. Snehal Muzoomdar (DIN: 00729992) as Non-Executive Independent Director of the Company �� resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and �� 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory �� thereof for the time being in force), the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Snehal Muzoomdar (DIN: 00729992), who being eligible for appointment as

an Independent Director, and who has given his consent �� meets the criteria for independence as provided under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member as required under Section 160(1) �� Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire �� [st] October, 2024 to 30[th] September, 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to ��

To approve payment of commission to the Independent Directors of the Company and in this regard, if thought �� ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 197, 198 and other applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, in addition to the sitting fees paid for attending the meetings of the Board of Directors of the Company and Committees thereof, the consent of the members of the Company be and is hereby accorded for payment of ` 2,00,000/(Rupees Two Lakh only) as commission to each of Mr. Deepak Sethi, Mr. Lalit Kumar Bararia and Mrs. Preeti Agrawal, Independent Directors of the Company ��[st] March, 2024.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to ��

To approve revision in remuneration payable to Mr. P. K. Choudhary (DIN: 00535670), Managing Director of �� following resolution as an ORDINARY RESOLUTION :

“ RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any �� the time being in force), the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Audit Committee and the Board of Directors of the Company and subject to all other sanctions, approvals and permissions, as may be required, the revision in remuneration payable to Mr. P. K. Choudhary (DIN: 00535670), Managing Director of the Company w.e.f. 1[st] April, 2024 for the remaining period of his current tenure as detailed in the explanatory statement attached to this Notice, be and is hereby approved.

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RESOLVED FURTHER THAT in the event of absence �� currency of tenure of service of Mr. P. K. Choudhary as Managing Director of the Company, the payment of salary, perquisites and other allowances as approved by this resolution shall be payable as minimum remuneration.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to ��

To re-appoint Mr. P. K. Choudhary (DIN: 00535670) as Managing Director of the Company and in this regard, �� SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, �� re-enactment thereof for the time being in force), the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Audit Committee and Board of Directors of the Company, the re-appointment of Mr. P. K. Choudhary as Managing Director of the Company for a further period of 3 (three) years w.e.f. 1[st] July, 2024 till 30[th] June, 2027, and upon the terms and conditions as detailed in explanatory statement annexed to the Notice, be and is hereby approved, with the authority to the Board of Directors of the Company from time to time to revise the terms and conditions with respect to his remuneration on recommendation of Nomination and Remuneration Committee and approval of Audit Committee within the limits provided in the said Schedule V or any amendment thereto for the time being in force.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to ��

To ratify the remuneration payable to the Cost Auditors ��[st] March, ��[st] March, 2025 and �� as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 (including any statutory

�� being in force), as approved by the Board of Directors of the Company, the remuneration amounting to ` 40,000/ – (Rupees Forty Thousand only) each year plus Goods and Services Tax (GST) as applicable and out of pocket expenses, payable to M/s. Suresh Pimple & Associates, Cost Accountants, Aurangabad (Firm Registration No. 100780), the Cost Auditors who were appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for its product viz. Railway Brake Block manufactured at Aurangabad unit for the ��[st] �� year ending 31[st] ��

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be required to carry on the purpose of the aforesaid resolution.”

By Order of the Board of Directors of Hindustan Composites Limited

Arvind Purohit �� Membership No. A33624

Place: Mumbai Date: 14[th] August, 2024

��

Peninsula Business Park, ‘A’ Tower, 8[th] Floor, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013

NOTES:

The Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) in respect of special business is annexed hereto and forms part of this notice. The Board of Directors of the Company has considered and decided to include Item Nos. 4 to 10 given above as Special Business in the forthcoming Annual General Meeting (“AGM”), as they are unavoidable in nature. Brief resume of directors proposed to be appointed / reappointed and whose remuneration is being approved at the ensuing 60[th] AGM in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) is annexed to the Notice.
�� General Circular No. 09/2023 dated 25[th] September, 2023 and in accordance with the requirements laid down in previous circulars issued by the MCA from time to time in this regard, permitted companies to hold its general meetings through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), without physical presence of the members at a common venue. In compliance with

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applicable provisions of the Act and MCA circulars, the 60[th] AGM of the Company will be conducted through VC / OAVM without physical presence of the members at a common venue. The Company has engaged services of Central Depository Services (India) Limited (“CDSL”) for conducting of the AGM and facilitating e-voting through electronic means i.e. remote e-voting and e-voting during the AGM.

Further, the Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 7[th] October, 2023 read with all previous Circulars / Master Circular issued by the SEBI from time to time in this regard (“SEBI Circulars”), has given relaxation to companies from sending hard copy of Annual Report containing salient features of all the documents prescribed under Section 136 of the Act and as required under Regulation 36(1)(b) of the Listing Regulations to the members who have not registered their email addresses in case of general meetings are held through VC / OAVM. Accordingly, the Notice of the 60[th] �� year 2023-24 is being sent by electronic mode to those members whose email addresses are registered with RTA / the Company / Depository Participants (‘DPs’) / Depository(ies).
In accordance with the SS-2 read with Guidance/ ��[th] April, 2020 issued by the ICSI, the proceedings of the 60[th] AGM shall be deemed to �� situated at Peninsula Business Park, ‘A’ Tower, 8[th] Floor, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013. The members are requested to attend the 60[th] AGM from their respective locations through VC / OAVM and do not ��
Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. However, since this 60[th] AGM is being conducted pursuant to the said MCA and SEBI circulars through VC / OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this 60[th] AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
In pursuance of Sections 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the 60[th] AGM through VC/OAVM and cast their vote through e-voting.
Institutional / Corporate members intending to represent through their authorised representatives in the AGM through VC/OAVM and to vote through remote e-voting or vote at the AGM are requested to send to �� passed in pursuant to the provisions of Section 113 of the Act, authorising their representative, at its registered ��

email at designated e-mail address of the Company i.e. [email protected] or at the Scrutinizer’s email address i.e. [email protected].

In case of joint holders attending the meeting, only such joint holder who is higher in order of names will be entitled to vote.
The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the directors are interested maintained under Section 189 of the Act and all documents referred to in the notice of 60[th] AGM, will be available online for inspection by the members on request by sending an e-mail to the Company at [email protected].
Pursuant to the provisions of Section 91 of the Act and Regulation 42 of the Listing Regulations, the Register of Members and the Share Transfer Books of the Company will remain closed from Saturday, 21[st] September, 2024 to Friday, 27[th] September, 2024 (both days inclusive).
The SEBI vide its Master Circular No. SEBI/HO/MIRSD/ POD-1/CIR/2024/37 dated 7[th] May, 2024 read with all previous circulars issued by the SEBI from time to �� processing investors’ service requests and for furnishing PAN, KYC details and Nomination, the shareholders holding shares in physical mode and whose folios are not updated with any of the KYC details viz. (i) PAN (ii) Choice of Nomination (iii) Contact Details (Address with PIN code) (iv) Mobile Number (v) Bank Account Details and (vi) Signature, are mandatorily required to update the same with the Company / RTA / Depository of the Company. The shareholders whose folio(s) do not have PAN, Choice of Nomination, Contact Details, Bank Account Details and Specimen Signature updated, shall be eligible to lodge grievance or avail any service request from the RTA only after furnishing PAN, KYC details and Nomination and for any payment including dividend, interest or redemption payment in respect of such folios, only through electronic mode with ��[st] April, 2024.

Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov. � ��

The forms for updation of PAN, KYC, Bank details and Nomination viz. Forms ISR-1, ISR-2, ISR-3, SH-13 and the relevant SEBI Circulars are also available on Company’s website at www.hindcompo.com. In accordance with the aforementioned SEBI Master Circular read with all other circulars issued from time to time in this regard and SEBI directive vide e-mail to RTAs on 23[rd] January, 2024, the Company has sent communication to members holding shares in physical mode and whose folios are incomplete with respect to PAN, Address with PIN code, Mobile Number, Bank Account details, Specimen Signature and Nomination of holders of physical securities requesting them to update such details. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank and Nomination details are requested to contact their respective DPs.

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As per the provisions of Section 72 of the Act and aforesaid SEBI Circulars, the facility for making nomination is available for the members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he / she may submit the same in Form ISR-3 or Form SH-14, as the case may be. The said forms can be downloaded from the Company’s website. The members are requested to submit these details to their DPs, in case the shares are held by in electronic form, and to the Company’s RTA, in case the shares are held in physical form.

The dividend on Equity Shares as recommended by �� 31[st] March, 2024, if approved by the members at the ensuing 60[th] AGM, will be paid to those members whose names stand registered in the Register of Members / List ��[th] September, 2024. The dividend will be paid to members only in electronic mode w.e.f. 1[st] April, 2024.

The dividend on Equity Shares shall be paid to members holding shares in physical mode only after the details as mentioned above in Point no. 11 are updated in their folios. Members are requested to complete their KYC details by writing to the Company’s RTA, Link Intime India Pvt. Ltd., at [email protected]. The forms for updating the same are available at RTA’s website viz. https://liiplweb.linkintime.co.in/KYC-downloads.html.

Members holding shares in physical form are requested to notify any change in their address or bank details to the Company / RTA quoting their Folio Number. The members holding shares in the demat form are requested to update such details with their respective Depository Participants.
To comply with the provisions of Section 88 of the Act read with Rule 3 of the Companies (Management and Administration) Rule 2014, members are requested to submit their e-mail ID and other details vide e-mail updation form available on Company’s website viz. www.hindcompo.com. The same could be done by �� form and by sending the same to the Company’s RTA. The e-mail ID provided shall be updated, subject to �� available with the Company’s RTA.
Members may note that the Income Tax Act, 1961 (“IT Act”), as amended by the Finance Act, 2020, mandates that the dividend paid or distributed by a Company w.e.f. 1[st] April, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (“TDS”) at the time of making the payment of dividend. In order to enable us to determine the appropriate TDS rate as applicable, the members are requested to submit Form 15G/Form 15H or any other documents as applicable, if any, in accordance with the provisions of the IT Act.

For resident shareholders, taxes shall be deducted at source under Section 194 of the IT Act as follows:

Members having valid PAN	�� Government of India
Members not having PAN / Invalid PAN	�� Government of India

However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to �� not exceed ` 5,000/- and also in cases where members have provided Form 15G (applicable to individual) / Form 15H (applicable to individual aged 60 years and above), �� shareholders may also submit any other document as prescribed under the IT Act to claim a lower / Nil with holding tax. PAN is mandatory for members providing Form 15G/15H or any other document as applicable, if any, in accordance with the provisions of the IT Act.

For non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable provisions of the IT Act, at the rates in force. The withholding tax shall be @ 20% (plus �� by the Government of India on the amount of dividend payable. However, as per provisions of Section 90 of the IT Act, non-resident shareholders have option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) read with Multilateral Instrument (“MLI”) between India and the country of tax residence �� read with MLI, non-resident shareholders will have to provide the following details / documents:

�� Copy of the PAN card allotted by the Indian Income Tax authorities duly attested by the member or details as prescribed under rule 37BC of IncomeTax Rules, 1962.
�� FY 2024-25 obtained from the revenue authorities of the country of tax residence, duly attested by member.
Self-declaration in Form 10F.
Self-declaration by the shareholder of having no permanent establishment in India in accordance with the applicable tax treaty.
�� non-resident shareholder.
Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by member.

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT Act @ 20% (plus applicable surcharge and cess) or the rate provided in relevant DTAA, read �� submission of the above documents.

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The aforementioned documents are required to be submitted by sending email at [email protected] upto 23.59 hrs. IST on 20[th] September, 2024.

As per Regulation 40 of the Listing Regulations, as amended, the request for transfer of securities shall not be processed unless the securities are held in dematerialised form. Further the request for transmission or transposition of securities held in �� dematerialised form. Hence members who hold shares in physical form are requested to dematerialize their shares, so they can transfer their shares in future, if so desire. However, members can continue to hold shares in physical form.
�� of members for voting in connection with the 60[th] AGM �� [th] September, 2024

��

The Company has transferred the unpaid or unclaimed �� time to time, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. �� ended 31[st] March, 2017 is due for transfer to the IEPF Authority in month of October, 2024. The shareholders �� requested to claim it immediately from the Company. The Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 31[st] March, 2024 under “Investor Relations” section on the website of the Company viz. www.hindcompo. com. The details of unpaid and unclaimed dividend amounts lying with the Company can also be accessed �� www.mca.gov.in and on the website of IEPF viz. www.iepf.gov.in. Attention of the members is drawn to the provisions of Section 124(6) of the Act, which requires a company to transfer in the name of the IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more.

In accordance with the aforesaid provisions of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has transferred 17,100 equity shares in respect of which �� the members for 7 (seven) consecutive years or more to the DEMAT account of IEPF Authority via corporate actions through Depositories.

A member desirous to claim back his / her shares from the IEPF Authority can do so by following prescribed procedure under the said Rules. The aforesaid details are available on the website of the Company viz. www.hindcompo.com and have also been uploaded on ��

same can be accessed through the link: www.mca.gov.in and on the website of IEPF viz. www.iepf.gov.in.

Further, the Company has initiated necessary action for transfer of all shares in respect of which dividend �� has remained unpaid or unclaimed by the members for 7 (seven) consecutive years or more.

The members can join the 60[th] AGM through VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the 60[th] AGM through VC / OAVM will �� include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc., who are allowed to attend the AGM without ��
The attendance of the members attending the 60[th] AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act.
In compliance with the aforesaid MCA and SEBI Circulars, Notice of the 60[th] AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those members whose email addresses are registered with the Company / RTA / Depository Participants. The members may note that the Notice and Annual Report �� Company’s website viz. www.hindcompo.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited viz. www.bseindia.com and www.nseindia.com respectively and on the website of CDSL viz. www.evotingindia.com.
Non-Resident Indian members are requested to inform to the Company’s Registrar and Transfer Agents, of any change in their residential status on return to India for permanent settlement, their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code, if the details are not furnished earlier.
Members holding shares in identical order of names in more than one folio are requested to write to the �� enable the Company to consolidate their holdings in one folio for better services.
Members are requested to forward their all communications to the Company’s RTA and are further requested to always quote their Folio Number / DPIDClient ID in all correspondence with the Company / RTA.
The shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. Listing �� both the stock exchanges.

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�� GN/2022/66 dated 24[th] January, 2022 read with Master Circular No. SEBI/HO/MIRSD/POD-1/CIR/2024/37 dated 7[th] �� standardized the format of documents for transmission of securities; henceforth while processing certain prescribed service request(s) such as issue of duplicate �� and / or transposition received from the shareholder �� shareholder / claimant (in prescribed form ISR-4), the RTA of the Company shall verify and process the said request. After removing objections, if any, the RTA will intimate the shareholder / claimant about its execution �� the shareholder / claimant in lieu of physical share �� request for dematerialization of shares along with the �� within 120 (One Hundred Twenty) days of issue of the �� In case the shareholder / claimant fails to submit the demat request within the aforesaid period, the Company shall credit such shares to the Suspense Escrow Demat Account of the Company opened for the said purpose.
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/76 dated 30[th] May, 2022, Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated 31[st] July, 2023 as updated from time to time read with all other circulars issued earlier in this regard, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per the said circulars, investors can opt for arbitration with the Stock Exchanges in case of any dispute against the Company or its RTA on delay or default in processing any investor service related request. In compliance with the said Circular, the Company has sent communication intimating about the Dispute Resolution Mechanism to all the members holding shares in physical form. Further, a common Online Dispute Resolution Portal (“ODR Portal”) is established for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve investors’ grievances with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https:// smartodr.in/login) and the same can also be accessed through the Company’s website https://www.hindcompo. com/investor-relations/investors-information.htm.
In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide e-voting facility to its members to exercise their right to vote electronically on the resolutions mentioned

in the notice of 60[th] AGM dated 14[th] August, 2024. The members may cast their vote using electronic voting system from a place other than the venue of the meeting (“remote e-voting”).

(a) The facility of casting the vote by the members / shareholders using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) and e-voting during the meeting will be provided by the Central Depository Services (India) Limited (CDSL e-voting System).
(b) A person, whose name is recorded in the Register �� date only shall be entitled to avail the facility of “remote e-voting” or e-voting during the AGM.
(c) The “remote e-voting” period commences on Tuesday, 24[th] September, 2024 (9:00 hrs.) and ends on Thursday, 26[th] September, 2024 (17:00 hrs.). During this period, members / shareholders of the Company, holding shares either in physical �� date, may cast their vote by “remote e-voting”. The “remote e-voting” module shall be disabled by the CDSL for voting thereafter. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently.
(d) The voting rights of members / shareholders shall be in proportion to their share of the paid up equity �� date.
Any person who becomes a member of the Company after dispatch of the Notice of the �� sending a request at helpdesk.evoting@cdslindia. com or [email protected]. However, if the member is already registered with CDSL for remote e-voting then he can use his existing user ID and password for casting the vote through e-voting. If you forgot your password, you can reset your password by using “Forgot �� www.evotingindia.com.
(e) The Board of Directors of the Company has appointed CS Manish Baldeva, Proprietor M/s. M Baldeva Associates, Company Secretaries, Mumbai (FCS No.: 6180 / CP No.: 11062) as Scrutinizer to scrutinize the voting through remote e-voting process and e-voting during the 60[th] AGM in a fair and transparent manner. The Scrutinizer shall, within 2 working days from the conclusion of the AGM, prepare a consolidated scrutinizer’s report of the votes cast in favour or against, if any, and forthwith the same to the Chairman of the meeting or a person authorized by him who shall countersign the same and declare the result of the voting.

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(f) The result declared along with the report of the Scrutinizer shall be placed on the website of the Company viz, www.hindcompo.com and on the website of CDSL viz. www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall simultaneously be communicated to the stock exchanges.
(g) Subject to receipt of requisite number of votes in favour, the resolutions shall be deemed to be passed on the date of the 60[th] AGM i.e. Friday, 27[th] September, 2024.

THE PROCEDURE / INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING 60[th] AGM AND JOINING MEETING THROUGH VC / OAVM ARE AS UNDER:

(i) The voting period begins on Tuesday, 24[th] September, 2024 (9:00 hrs.) and ends on Thursday, 26[th] September, 2024 (17:00 hrs.). During this period shareholders of the Company, holding shares either in physical form or �� their vote electronically. The e-voting module shall be disabled by the CDSL for voting thereafter.
(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 2020, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders / retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
�� pursuant to a public consultation, e-voting has been enabled 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.
(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9[th] December, 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.

shareholders holding securities in demat mode is

given below:

Type of Login Method
shareholders Individual �� Shareholders CDSL Easi / Easiest facility, can holding login through their existing user securities in id and password. Option will demat mode be made available to reach with CDSL e-voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website viz. www.cdslindia. com and click on Login icon and select 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 e-voting is in progress as per the information provided by company. On clicking the e-voting 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 link provided to access the system of all e-voting Service Providers i.e. CDSL/NSDL/KFINTECH/ LINKINTIME, 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 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

Pursuant to the said SEBI Circular , Login method for e-voting and joining virtual meetings for Individual

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Type of shareholders		Login Method
		recorded in the demat Account. After 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.
Individual Shareholders holding securities in demat mode withNSDL	1) 2) 3)	If you are already registered for NSDL IdeAS facility, please visit the e-Services website of NSDL. Open web browser �� https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, �� icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You �� 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 or joining virtual meeting & voting during the meeting. 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 Visit the e-voting website of NSDL. Open web browser �� 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

Type of Login Method shareholders ‘Shareholder/Member’ section. A new screen will open. You �� ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP �� shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Individual You can also login using the login Shareholders credentials of your demat account (holding through your Depository Participant securities registered with NSDL/CDSL for in demat e-voting facility. After Successful mode) login login, you will be able to see e-voting through their option. Once you click on e-voting Depository option, you will be redirected to NSDL/ Participants 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 or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve �� 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 athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33.

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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at toll free no.: 022 – 4886 7000 and 022-2499 7000

(iv) Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding in demat form & for physical shareholders.
1) The shareholders should log on to the e-voting website viz. www.evotingindia.com.
2) Click on “Shareholders” module
��
- ��
- b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
�� Click on Login.
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.
�� below:

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

(v) After entering these details appropriately, click on ��
(vi) 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 �� 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 ��
(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
�� LIMITED on which you choose to vote.
�� 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.
�� view the entire Resolution details.
(xi) After selecting the resolution, you have decided to �� “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.
(xiv) If a demat account holder has forgotten the login �� the details as prompted by the system.
(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer ��
(xvi) Note for Non – Individual Shareholders and Custodians:
Non-Individual shareholders (i.e. other than �� 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 ��

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�� 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 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; investor@ hindcompo.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC / OAVM & E-VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-voting will also be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the AGM may register themselves as a speaker by sending their request in advance atleast 2 (two) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 (Seven) days prior to
meeting mentioning their name, demat account number/ folio number, email id, mobile number at investor@ hindcompo.com. These queries will be replied to by the Company during the AGM.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending �� serve basis.
Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.
If any Votes are casted by the shareholders through e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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 �� (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to the Company i.e. [email protected] or to RTAs’ email id [email protected].
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 & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33.

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, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400013 or send an email to [email protected] or call on toll free no. 1800 22 55 33.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, �� REGULATIONS, 2015:

Item No. 4:

Mr. Lalit Kumar Bararia was appointed by the members of the Company in 56[th] Annual General Meeting held on 29[th] September, 2020 as Non-Executive Independent Director �� 13[th] February, 2020, accordingly his current term expires on 12[th] February, 2025.

As per the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (‘the Act’), an Independent �� years on the Board of a company, however he shall be eligible for re-appointment by passing a special resolution by the �� on the Board of a company. Further, he will be attaining age of �� therefore his re-appointment requires approval of the members of the Company by passing special resolution pursuant to the provisions of Regulation 17(1A) read with Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

In line with the aforesaid provisions of the Act and Listing Regulations and in view of long, rich experience, continued valuable guidance to the management and strong Board performance of Mr. Lalit Kumar Bararia, it is proposed to re-appoint him as Non-Executive Independent Director of �� w.e.f. 13[th] February, 2025 to 12[th] February, 2030, not liable to retire by rotation.

Pursuant to the provisions of Section 160(1) of the Act, the Company has received notice in writing from a member of the �� the Company.

Mr. Lalit Kumar Bararia has given requisite declaration pursuant to the provisions of Section 149(7) of the Act, to the �� as provided under Section 149(6) of the Act read with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing �� of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability �� any SEBI order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI orders regarding appointment of directors by the listed companies.

�� from being appointed as director in terms of Section 164 of the Act and has given his consent to continue to act as director in

terms of Section 152 of the Act, subject to re-appointment by the members.

�� Rules 6(1) and 6(2) of the Companies (Appointment and �� registration with the data bank of Independent Directors ��

�� for re-appointment as Non-Executive Independent Director and is independent of the management. The terms and conditions of his re-appointment are uploaded on the website of the Company at https://www.hindcompo.com/investor-relations/ documents/terms-of-appointment.pdf and will also be available for inspection by the members online. The members who wish to inspect the same can send a request to the e-mail address mentioned in the notes to the Notice.

The Board considers that his continued association would �� to continue availing services of Mr. Lalit Kumar Bararia as Non-Executive Independent Director of the Company. Accordingly, the Board recommends passing of Special Resolution as set out at item no. 4 of the Notice for your approval.

Brief resume of Mr. Lalit Kumar Bararia and other relevant details relating to his re-appointment, as required by the Act, the Listing Regulations and SS – 2 are provided in the annexure to the Notice. Mr. Lalit Kumar Bararia does not hold any shares in the Company.

Except Mr. Lalit Kumar Bararia, being appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, �� the accompanying Notice of the AGM.

Item No. 5:

Mrs. Preeti Agrawal was appointed by the members of the Company in 56[th] Annual General Meeting held on 29[th] September, 2020 as Non-Executive Independent Director �� 13[th] February, 2020, accordingly her current term expires on 12[th] February, 2025.

As per the provisions of Section 149(10) read with Schedule IV of the Companies Act, 2013 (‘the Act’), an Independent Director �� on the Board of a company, however she shall be eligible for re-appointment by passing a special resolution by the company �� Board of a company.

In line with the aforesaid provisions of the Act and Listing Regulations and in view of long, rich experience, continued valuable guidance to the management and strong Board performance of Mrs. Preeti Agrawal, it is proposed to re-appoint her as Non-Executive Independent Director of the Company for ��[th] February, 2025 to 12[th] February, 2030, not liable to retire by rotation.

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Pursuant to the provisions of Section 160(1) of the Act, the Company has received notice in writing from a member of the �� of the Company.

Mrs. Preeti Agrawal has given requisite declaration pursuant �� she continues to meet the criteria of independence as provided under Section 149(6) of the Act read with the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, �� circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge �� SEBI order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI orders regarding appointment of directors by the listed companies.

�� Section 164 of the Act and has given her consent to continue to act as Director in terms of Section 152 of the Act, subject to re-appointment by the members.

�� with Rules 6(1) and 6(2) of the Companies (Appointment �� her registration with the data bank of Independent Directors ��

�� Regulations for re-appointment as Non-Executive Independent Director and is independent of the management. The terms and conditions of her re-appointment are uploaded on the website - of the Company at https://www.hindcompo.com/investor relations/documents/terms-of-appointment.pdf and will also be available for inspection by the members online. The members who wish to inspect the same can send a request to the e-mail address mentioned in the notes to the Notice.

The Board considers that her continued association would be �� to continue availing services of Mrs. Preeti Agrawal as NonExecutive Independent Director of the Company. Accordingly, the Board recommends passing of Special Resolution as set out at item no. 5 of the Notice for your approval.

Brief resume of Mrs. Preeti Agrawal and other relevant details relating to her re-appointment, as required by the Act, the Listing Regulations and revised SS – 2 are provided in the annexure to the Notice. Mrs. Preeti Agrawal does not hold any shares in the Company.

Except Mrs. Preeti Agrawal, being appointee and her relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, �� the accompanying Notice of the AGM.

Item No. 6:

The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV of the Companies Act, 2013 (“Act”) and Companies �� Regulation 17, 25, 16(1)(b) and other applicable provisions of the Listing Regulations and the Articles of Association of the Company, has recommended for appointment of Mr. Snehal Muzoomdar (DIN: 00729992) as Non-Executive Independent �� years w.e.f. 1[st] October, 2024 to 30[th] September, 2029, not liable to retire by rotation, to the members of the Company.

Mr. Snehal Muzoomdar has done Chartered Accountancy, Cost And Works Accountancy and is also a law graduate. He is in active practice as a Chartered Accountant for past 44 years and is also on the Board of many companies including multinational companies in India and abroad. He is President of Indo Brazilian Chamber of Commerce and India �� past president of Indo-American Society. He is current president of Indian Musicological Society. The Government of Maharashtra has recently appointed him as Honorary Executive Chairman of Maharashtra Rajya Gujarati Sahitya Academy.

In accordance with the provisions of the Act and Regulation 25(2A) of the Listing Regulations, an Independent Director can �� to the approval of the members of the Company by way of a Special Resolution.

The Company has received a notice under Section 160(1) of the Act from a member of the Company proposing his ��

Mr. Snehal Muzoomdar has given requisite declaration pursuant to the provisions of Section 149(7) of the Act, to the �� under Section 149(6) of the Act read with rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, �� any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge �� any SEBI order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI orders regarding appointment of directors by the listed companies.

�� Section 164 of the Act and has given his consent to act as director in terms of Section 152 of the Act, if appointed.

�� compliance with Rules 6(1) and 6(2) of the Companies ��

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respect to his registration with the data bank of Independent Directors maintained by th�� (‘IICA’).

�� Regulations for appointment as Non-Executive Independent Director and is independent of the management. The terms and conditions of his appointment are uploaded on the website - of the Company at https://www.hindcompo.com/investor relations/documents/terms-of-appointment.pdf and will also be available for inspection by the members online. The members who wish to inspect the same can send a request to the e-mail address mentioned in the notes to the Notice.

The Board considers that his association would be of immense �� Muzoomdar on Board as Non-Executive Independent Director of the Company. Accordingly, the Board recommends the Special Resolution as set out at item no. 6 of the Notice for the approval of the members of the Company.

�� details relating to his appointment, as required under the Act, the Listing Regulations and SS – 2 are provided in annexure to this Notice. Mr. Snehal Muzoomdar does not hold any shares in the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, �� the accompanying Notice of the AGM.

Item No. 7:

Considering the rich experience and expertise brought to the Board by Mr. Deepak Sethi, Mr. Lalit Kumar Bararia and Mrs. Preeti Vimal Agrawal, Independent Directors of the Company, it is proposed to pay a commission of ` 2,00,000/(Rupees Two Lakh only) to each of the aforesaid Independent �� be in addition to the sitting fees paid for attending Board / ��

The Board accordingly recommends the Ordinary Resolution as set out at Item No. 7 of the Notice for your approval.

None of the Directors, Key Managerial Personnel or any of their relatives, except the above mentioned Independent Directors of the Company to whom the resolution relates, are concerned �� at item no. 7 of the accompanying Notice of the AGM.

Item Nos. 8 & 9:

Mr. P. K. Choudhary, Managing Director of the Company, has been associated with the Company since last 33 years. He is a Chartered Accountant and Company Secretary and has vast �� Activities and General Management.

Considering his experience, knowledge and contribution made in growth of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Audit Committee of the Company, the Board of Directors revised the remuneration payable to him w.e.f. 1[st] April 2024 for remaining period of his current tenure.

Further, the current tenure of Mr. P. K. Choudhary as Managing Director is expiring on 30[th] June, 2024. Considering his experience, knowledge and contribution made in growth of the Company and as recommended by the Nomination and Remuneration Committee and approved by Audit Committee of the Company, the Board of Directors of the Company has re-appointed him for a further period of 3 (three) years from 1[st] July, 2024 to 30[th] June, 2027.

The details of revised remuneration payable to him for remaining period of his current tenure and new term are as follows:

Sr. No.	Particulars	Details of revised remuneration
1.	Salary	`4,50,000/- per month and special<br>allowance of`1,15,250/- per month with an increase which may be decided by the Board of Directors from time to time within the limits, �� Companies Act, 2013.
2.	Accommodation	Free furnished accommodation with reimbursement of the cost of electricity, water, gas and maintenance in the premises etc. not exceeding`25,000/- per month. In case no accommodation is provided, the payment of HRA, subject to the ceiling of sixty percent of the salary.
3.	Conveyance/ Motor Car	Provision of motor car and re-imbursement towards driver and other running expenses upto `97,000/- per month.
4.	Medical	Reimbursement of medical expenses and insurance premium for self, spouse and dependent children, not exceeding`1,250/- per month.
5.	Servant Allowance	Provision for Servant Allowance `20,000/- per month
6.	Leave Travel Concession	As per rules of the Company, not ��
7.	Provident and other funds including superannuation and gratuity	As per rules of the Company’s Scheme.
8.	Personal accident insurance	As per rules of the Company’s Scheme.
9.	Club subscription	Reimbursement of club subscription fees of one club.
10.	Leave encashment	Encashment of leave accumulation as per the rules of the Company.

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The Board considers that his continued association would �� continue availing services of Mr. P. K. Choudhary as Managing Director of the Company.

The Board considers that the increase in remuneration of Mr. P. K. Choudhary for remaining period of his current tenure and his reappointment on revised remuneration is commensurate to the industry standards and accordingly, recommends the Special Resolutions as set out at item nos. 8 and 9 of the Notice for the approval of the members of the Company.

�� or any such authority pursuant to Circulars dated 20[th] June, 2018 issued by the BSE Limited and National Stock Exchange of India Limited pertaining to enforcement of SEBI orders regarding appointment of directors by the listed companies.

�� Section 164 of the Act and has given his consent to continue to act as Managing Director of the Company. Mr. P. K. Choudhary �� Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for his re-appointment.

�� relating to his re-appointment, as required by the Act, the Listing Regulations and SS – 2 are provided in Annexure – 1 to this Notice. Mr. P. K. Choudhary does not hold any shares in the Company.

Except Mr. P. K. Choudhary, Managing Director, being appointee and his relatives, none of the other Directors and Key Managerial Personnel of the Company or their relatives �� resolutions set out at Item nos. 8 & 9 of the accompanying Notice of the AGM.

Item No. 10:

The Board of Directors had appointed M/s. M. R. Pandit & Co., Cost Accountants, Aurangabad (Firm Registration No. �� year ended 31[st] March, 2024. On 21[st] November, 2023, the Company received a letter from M/s. M. R. Pandit & Co., Cost �� Consequently, M/s. M. R. Pandit & Co., Cost Accountants ceased to be the Cost Auditors of the Company w.e.f. 21[st] November, 2023.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 6(3A) of the Companies (Cost Records �� such vacancy by appointing new Cost Auditors. Accordingly, ��

the Board of Directors, on recommendation of the Audit Committee, appointed M/s. Suresh Pimple & Associates, Cost Accountants, Aurangabad (Firm Registration No: 100780) as Cost Auditors of the Company to conduct audit of cost records maintained by the Company for its product viz. Railway Brake �� year ended 31[st] March 2024 at a remuneration of ` 40,000/– (Rupees Forty Thousand only) plus Goods and Service Tax (GST) as applicable and out of pocket expenses incurred for �� Company.

Further, the Board of Directors re-appointed M/s. Suresh Pimple & Associates, Cost Accountants, Aurangabad (Firm Registration No: 100780) as Cost Auditors of the Company to conduct audit of cost records maintained by the Company for its product viz. Railway Brake Block manufactured ��[st] March 2025 at a remuneration of ` 40,000/– (Rupees Forty Thousand only) plus Goods and Service Tax (GST) as applicable and out of pocket expenses incurred for the purpose of the above �� remuneration by the members of the Company.

M/s. Suresh Pimple & Associates, Cost Accountants, have �� sub-section (1) of Section 6 of the Cost and Works Accountants Act, 1959.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with and the Companies (Cost Records and Audit) Rules, 2014, the remuneration �� members of the Company.

�� remuneration payable to the Cost Auditors for conducting the audit of the cost records maintained by the Company for the ��[st] �� ending 31[st] March, 2025.

The Board accordingly recommends the Ordinary Resolution as set out at item no. 10 of the accompanying Notice for your approval.

None of the Directors, Key Managerial Personnel of the Company or any of their relatives are concerned or interested, �� of the accompanying Notice of the AGM.

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ANNEXURE – 1

INFORMATION OF DIRECTORS BEING PROPOSED TO BE APPOINTED / RE-APPOINTED AND WHOSE REMUNERATION �� GIVEN BELOW :

GIVEN BELOW:
Particulars	Name of Directors
	Mr. P. K. Choudhary ��	Mr. Lalit Kumar Bararia (DIN: ��	Mrs. Preeti Vimal Agrawal (DIN: ��	Mr. Snehal Muzoomdar ��
Age	68 years	69 years	43 Years	68 Years
��	Chartered Accountant and Company Secretary	Chartered Accountant	Chartered Accountant	Chartered Accountant, Cost And Works Accountant and Law Graduate
E x p e r i e n c e (including expertise �� area) / Brief Resume	He possesses rich experience of 43 years �� �� �� merger & acquisitions and long term business strategy.	He has over 44 years of experience in the �� �� �� Consultancy, Accounts, Taxation and Finance.	She is a member of Institute of Chartered Accountants of India and an Insolvency Professional registered with the IBBI. She has attained Diploma in Information System Audit and possesses �� concurrent audit of banks. She has over 19 years of �� areas.	He has done his Chartered Accountancy, Cost and Works Accountancy and Law. He is in active practice as a Chartered Accountant for the past 44 years and is also on the board of many companies including multinational companies in India and abroad.
Terms and Conditions of appointment / reappointment	Remuneration details are provided in the explanatory statement hereinabove.	Mr. Lalit Kumar Bararia is proposed to be re- appointed as Non- Executive Independent Director for a second term of 5 consecutive years, not liable to retire by rotation.	Mrs. Preeti Vimal Agrawal is proposed to be re-appointed as N o n - E x e c u t i v e Independent Director for a second term of 5 consecutive years, not liable to retire by rotation.	Mr. Snehal Muzoomdar is proposed to be appointed as Non-Executive Independent Director for a term of 5 consecutive years, not liable to retire by rotation.
Remuneration last drawn (including Sitting fees, Commission, if any)	`104.00 Lakh plus<br>perquisites\|`3.00 Lakh	`2.90 Lakh	Not Applicable
R e m u n e r a t i o n proposed to be paid	`114.00 Lakh plus perquisites	Sitting fees as approved and Commission as may be decided by the Board of Directors from time to time.	Sitting fees as approved and Commission as may be decided by the Board of Directors from time to time.	Sitting fees as approved and Commission as may be decided by the Board of Directors from time to time.
�� �� �� appointment on the Board	18thMarch, 2005	13thFebruary, 2020	13thFebruary, 2020	Proposed to be appointed w.e.f. 1stOctober, 2024
Shareholding in the Company �� ownership) as on 31stMarch, 2024	Nil	Nil	Nil	Nil

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Particulars	Name of Directors	Name of Directors	Name of Directors	Name of Directors
	Mr. P. K. Choudhary ��	Mr. Lalit Kumar Bararia (DIN: ��	Mrs. Preeti Vimal Agrawal (DIN: ��	Mr. Snehal Muzoomdar ��
Relationship with other Directors / Key Managerial Personnel	He is not related_inter-_ _se_to any Director / Key Managerial Personnel of the Company within the meaning of Section 2(77) of the Companies Act, 2013	He is not related_inter-se_ to any Director(s) /Key Managerial Personnel(s) of the Company within the meaning of Section 2(77) of the Companies Act, 2013	She is not related_inter-_ _se_to any Director(s) /Key Managerial Personnel(s) of the Company within the meaning of Section 2(77) of the Companies Act, 2013	He is not related_inter-se_ to any Director(s) /Key Managerial Personnel(s) of the Company within the meaning of Section 2(77) of the Companies Act, 2013
Number of meetings of the Board attended during the �� 24	7 (Seven)	4 (Four)	7 (Seven)	Not Applicable
Directorships of other Boards as on March 31, 2024	Prabhukripa Overseas Limited	Nil	Nil	Perfect-Octave Media Projects Limited Indo Nippon Chemical Company Limited Raycon Infrastructure Private Limited Muzoomdar Associates Private Limited Prima Plastics Limited
Number of Listed Entities from which person has resigned in past three years	Nil	Nil	Nil	Nil
Membership / Chairmanship of Committees of other entities as on 31st March, 2024	Nil	Nil	Nil	Chairman: 1. P e r f e c t - O c t a v e Media Projects Limited – Nomination & R e m u n e r a t i o n Committee
				Member: 1. Prima Plastics Ltd. – Audit Committee; Nomination & R e m u n e r a t i o n Committee; and S t a k e h o l d e r s R e l a t i o n s h i p Committee. 2. P e r f e c t - O c t a v e Media Projects Limited – Audit Committee; and S t a k e h o l d e r s R e l a t i o n s h i p Committee.

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Name of Directors

Mrs. Preeti Vimal Particulars Mr. P. K. Choudhary Mr. Lalit Kumar Bararia Mr. Snehal Muzoomdar Agrawal �� (DIN: �� (DIN: �� Summary of Not applicable As per his expertise and As per her expertise and As per his expertise and P e r f o r m a n c e experience as mentioned experience as mentioned experience as mentioned Evaluation / above. above. above. �� choosing the appointees for appointment as I n d e p e n d e n t Directors The skills and As given in the As given in the explanatory As given in the explanatory As given in the explanatory capabilities required explanatory statement. statement. statement. statement. for the role and the manner in which the proposed person meets such requirements

By Order of the Board of Directors of Hindustan Composites Limited

Arvind Purohit �� Membership No. A33624

Place: Mumbai Date: 14[th] August, 2024

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AI assistant

Hindustan Composites Ltd — AGM Information 2024

60983_rns_2024-08-30_75ecb9fe-a79c-4bba-8f3d-40597d8f691d.pdf

30[th] August, 2024

Sub: Notice of the 60[th] Annual General Meeting (‘AGM’) - Intimation pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For Hindustan Composites Limited

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Hindustan Composites Limited

NOTICE

ORDINARY BUSINESS:

SPECIAL BUSINESS:

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By Order of the Board of Directors of Hindustan Composites Limited

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NOTES:

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC / OAVM & E-VOTING DURING MEETING ARE AS UNDER:

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

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Item No. 4:

Item No. 5:

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Item No. 6:

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Item No. 7:

Item Nos. 8 & 9:

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Item No. 10:

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ANNEXURE – 1

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Name of Directors

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Hindustan Composites Ltd AGM Information 2024

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