H.P. Cotton Textile Mills Ltd. — AGM Information 2021

Aug 31, 2021

August 31, 2021

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001

Ref: H.P. Cotton Textile Mills Limited (Scrip Code: 502873)

Sub: Notice of the 40[th] Annual General Meeting of H.P. Cotton Textile Mills Limited

Dear Sir,

Pursuant to Regulation 30 read with Para A, Part A of Schedule III, of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, attached herewith is the Notice of the 40th AGM of the Company to be held on Friday, September 24, 2021 at 12 Noon (IST) via Video Conference / Other Audio-Visual Means, in accordance with the General Circular issued by the Ministry of Corporate Affairs dated May 5, 2020 read with General Circulars dated April 8, 2020, April 13, 2020 and January 13, 2021 and SEBI Circular dated May 12, 2020 and January 15, 2021.

You are requested to kindly take the same on your record.

Yours Faithfully,

For H.P. Cotton Textile Mills Limited

SHUBH Digitally signed by SHUBHAM JAIN AM JAIN Date: 2021.08.31 16:59:22 +05'30'

Shubham Jain

Company Secretary and Compliance Officer

Encl: As above

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H.P. COTTON TEXTILE MILLS LIMITED

CIN: L18101HR1981PLC012274 | ISIN: INE950C01014 | BSE SCRIP CODE: 502873 Registered Office: 15th K.M. Stone, Delhi Road, V.P.O. Mayar, Hisar-125044

E-mail: info@hpthreads.com | Tel: +91 11 41540471/72/73 | Website: www.hpthreads.com

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the Fortieth (40[th] ) Annual General Meeting of the Members of H.P. Cotton Textile Mills Limited will be held on Friday, the 24[th ] day of September, 2021 at 12 Noon IST through Video Conferencing (“VC”)/ Other AudioVisual Means (“OAVM”) on account of outbreak of COVID-19 (Coronavirus) Pandemic and in accordance with the relevant Circulars issued by the Ministry of Corporate Affairs, to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditor’s thereon.

2. To appoint a Director in place of Mrs. Ritu Bansal (DIN: 03619069), who retires by rotation and being eligible, seeks reappointment.

By Order of the Board of Directors

Sd/- Shubham Jain

New Delhi, August 03, 2021

Membership Number: A49541 Company Secretary & Compliance Officer

Registered office :

15th K.M. Stone, Delhi Road, V.P.O. Mayar, Hisar – 125044 Email id: cs@hpthreads.com Website: www.hpthreads.com Tel: +91 11 41540471/72/73

NOTES:

1. In view of the continuing COVID-19 global pandemic and restrictions imposed on the movement of people, the Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 02/2021 dated January 13, 2021 and Securities and Exchange Board of India (“SEBI”) vide its Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (collectively referred to as the “ Circulars ”) have permitted the holding of the Annual General Meeting (“AGM”) through Video Conference/ Other Audio Visual Means, without mandating the physical presence of the Members at a common venue. The deemed venue for the AGM shall be the Registered Office of the Company.

2. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

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3. The relevant details as required under Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard on General Meetings (‘SS-2’), issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/reappointment at this Annual General Meeting (‘AGM’/ ‘the meeting’) is also annexed as Annexure-A .

4. Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.

5. The Company is pleased to provide two-way VC facility through VC / OAVM.

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system during the AGM will be provided by CDSL.

7. The Members can join the AGM in the VC/OAVM mode 30 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 AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not 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 restriction on account of first come first served basis.

8. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

9. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

10. The Voting rights of Members shall be in proportion to their shares of the paid-up Equity Share Capital of the Company as on Cut-off Date of September 17, 2021 .

11. The Register of Members and the Share Transfer Books of the Company shall remain closed from closed from September 18, 2021 to September 24, 2021 (both days inclusive).

12. Institutional/Corporate members (i.e. other than individuals/HUF, NRI etc) are required to send a scanned copy (PDF/ JPEG format) of its Board or Governing Body resolution/authorisation etc authorising its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting pursuant to section 113 of the Act. The said resolution/authorisation shall be sent to the Company via email through its registered email address at cs@hpthreads.com with a copy to siroyam@gmail.com.

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

13. In compliance with the Circulars, owing to the difficulties involved in dispatching of physical copies, the Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories.

14. In line with the Circulars, the Notice calling the AGM has been uploaded on the website of the Company at www.hpthreads.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

15. Member(s) may also note that the Notice of the Meeting and the Annual Report for FY 2020-21 will also be available on the Company’s website www.hpthreads.com.

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16. For receiving all communication (including Annual Report) from the Company electronically:

• a) Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by sending signed request letter mentioning your name, email-id, folio number, number of shares held, certificate number, distinctive number and Complete Address along with self-attested copy of PAN card to the Company’s Registrar and Share Transfer Agent i.e. Alankit Assignments Limited at rta@alankit.com

• b) Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participant

17. INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• (i) The voting period begins on September 21, 2021 at 9.00 A.M. and ends on September 23, 2021 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 17, 2021 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/ retail shareholders is at a negligible level.

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

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

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

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

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Type of Login Method
Shareholders
Individual 1) Users who have opted for CDSL Easi / Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to reach
holding e-Voting page without any further authentication. The URL for users to
securities in login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or
Demat mode visit www.cdslindia.com and click on Login icon and select New System
with CDSL Myeasi.
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 i.e. CDSL/NSDL/KARVY/
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
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
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 or click on https://evoting.cdslindia.com/
Evoting/EvotingLogin 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 1) If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following
holding URL: https://eservices.nsdl.com either on a Personal Computer or on a
securities in mobile. Once the home page of e-Services is launched, click on the “Beneficial
demat mode Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
with NSDL 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 or joining virtual meeting & voting
during the meeting.
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
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Type of Login Method
Shareholders
Code as 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 credentials of your demat account
(holding through your Depository Participant registered with NSDL/CDSL for e-
securities in Voting facility. After Successful login, you will be able to see e-Voting
demat mode) option. Once you click on e-Voting option, you will be redirected to NSDL/
login through CDSL Depository site after successful authentication, wherein you can see e
their Voting feature. Click on company name or e-Voting service provider name
Depository and you will be redirected to e-Voting service provider website for casting
Participants your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
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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

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Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in Demat mode with helpdesk by sending a request at helpdesk.evoting@cdslindia.
CDSL com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding Members facing any technical issue in login can contact
in Demat mode with NSDL NSDL helpdesk by sending a request at evoting@nsdl.co.in or
securities call at toll free no.: 1800 1020 990 and 1800 22 44 30
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• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

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

• Click on “Shareholders” module.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

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

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

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

• 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.

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

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For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Details in your demat account or in the company records in order to login.
OR
Date of Birth If both the details are not recorded with the depository or company please enter
(DOB) the member id / folio number in the Dividend Bank details field as mentioned in instruction
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• (vi) After entering these details appropriately, click on “SUBMIT” tab.

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

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

• (ix) Click on the EVSN of H.P. COTTON TEXTILE MILLS LIMITED on which you choose to vote.

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

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

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

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

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

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

• (xvi) Facility for Non – Individual Shareholders and Custodians

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

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

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

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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

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• 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; cs@hpthreads.com, 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 ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• a) 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’s Registrar and Share Transfer Agent (Alankit Assignments Limited) at rta@alankit.com.

• b) For Demat Shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company’s Registrar and Share Transfer Agent (Alankit Assignments Limited) at rta@alankit.com.

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

18. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

19. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

20. 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.

21. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

22. Members who are holding shares in physical form or who have not registered their email address with the Company / Depository or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as on the cut-off date, i.e. September 17, 2021, he/she may write to the CDSL on the E-mail ID: helpdesk.evoting@cdslindia.com. However, if a member is already registered with CDSL for e-voting then existing User ID and password can be used for casting vote.

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

23. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

24. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

25. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

26. 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.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS

27. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@hpthreads.com. Speakers are requested to submit their questions at the time of registration, to enable the Company to respond appropriately.

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28. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

29. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the AGM.

30. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@hpthreads.com. These queries will be replied to by the company suitably by email.

GENERAL INFORMATION FOR SHAREHOLDERS

31. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

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

33. The Board of Directors of the Company has appointed Mr. Mukesh Siroya (Membership No. F5682; CoP No. 4157) Proprietor of M/s. M Siroya and Company, Practicing Company Secretaries or failing him Ms. Bhavyata Acharya (Membership No. A25734; CoP No. 21758), Practicing Company Secretary, as Scrutiniser to scrutinise the remote e- voting process and voting during the AGM in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

34. The voting results declared along with the report of the scrutinizer shall be placed on the Company’s website and communicated to the Stock exchange immediately after the declaration of result by the Chairman or a person authorised by him in writing.

35. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the members in respect of the shares held by them. Member(s) holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Transfer Agent, Alankit Assignments Ltd. (RTA). In respect of shares held in dematerialized form, the nomination form may be filed with the respective Depository Participant.

36. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts and arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 and the relevant documents referred to in the Notice, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to cs@hpthreads.com.

37. Members holding shares in physical form, in identical order of names, in more than one folio, are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

38. Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (‘IEPF’).

The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

39. In the interest of the shareholders, the Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company’s website http://www.hpthreads.com/corporate-

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information.php. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

40. The Members are requested to claim their unclaimed/unpaid dividend by sending an email to cs@hpthreads.com or info@alankit.com, well within the permissible time period.

Due dates for transfer of unclaimed/unpaid dividends for the financial year 2013-14 and thereafter to IEPF:

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FY ended Declaration Date Due Date
March 31, 2014 September 26, 2014 October 25, 2021
March 31, 2015 September 24, 2015 October 23, 2022
March 31, 2016 September 23, 2016 October 22, 2023
March 31, 2018 September 22, 2018 October 21, 2025
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41. In light of the aforesaid provisions, the Company has, during the year under review, transferred to IEPF the unclaimed dividends outstanding for seven consecutive years of the Company. Further, shares of the Company, in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.

The details of unclaimed dividends and shares transferred to IEPF during the FY 2020-21 are as follows:

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Financial Year Amount of unclaimed dividend Number of shares transferred
transferred (in Rs.)
March 31, 2013 142,436 82,375
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42. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5 available on www.iepf.gov.in and sending a copy of the same, duly signed to the Company at cs@hpthreads.com, along with requisite documents enumerated in the Form No. IEPF5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members / Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

43. As per Regulation 40 of the Listing Regulations and notification issued by SEBI in this regard, the securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of transmission or transposition of securities. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form. In case any clarification is needed in that regard, Members can contact the Company’s RTA.

44. Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details/ NECS/mandates, nominations, power of attorney, change of address/name, e-mail address, Permanent Account Number (‘PAN’) details, etc. to their Depository Participant only and not to the Company’s RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its RTA to provide efficient and better service to the members.

• In case of members holding shares in physical form, such information is required to be provided to the Company’s RTA.

45. Non-Resident Indian Members are requested to inform the Company’s Registrar & Transfer Agent (RTA) immediately:

• a) The particulars of the Bank Account maintained in India with complete name, branch, account type, account number and address of the Bank, if not furnished earlier.

• b) Any change in their residential status on return to India for permanent settlement.

46. The Securities and Exchange Board of India (‘SEBI’) has mandated the submission of Permanent Account Number (‘PAN’) by every participant in securities market. Members holding shares in electronic mode are, therefore, requested to submit their PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical mode can submit their PAN to the Company/RTA.

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47. In all correspondence with the Company and/or the RTA, members are requested to quote their folio number and in case their shares are held in the dematerialised form, they must quote their DP ID and Client ID number for easy reference and speedy disposal thereof.

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ANNEXURE “A”

Details of the Directors retiring by rotation/ appointment / re-appointment at the Annual General Meeting [Pursuant to Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings]

==> picture [506 x 488] intentionally omitted <==

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Name Mrs. Ritu Bansal
Directors Identification Number (DIN) 03619069
Date of Birth 09-05-1975
Age 46 years
Nationality Indian
Qualification B.Com (Hons.) from Delhi University, Fellow Member of Institute of
Chartered Accountants of India and Member of Institute of Company
Secretaries of India.
Brief Profile She holds a Bachelor Degree in Commerce (Hons.) from Delhi
University and also a fellow member of The Institute of Chartered
Accountants of India (ICAI) with more than 21 years of experience in
taxation and auditing. She also holds Certificate in Forensic
Accounting & Fraud Detection (FAFD), Certificate in Concurrent Audit
and Diploma in Information System Audit (DISA) issued by ICAI. She
is also a member of The Institute of Company Secretaries of India.
She holds the directorship in HP Cotton from more than 6 years.
Currently, she holds the Directorship as a Non-Executive Non-
Independent Director.
Terms and conditions of appointment Liable to Retire by Rotation
and re-appointment
Expertise in Specific Area She has more than 21 years’ experience in taxation and auditing.
Date of first appointment on the Board 29.05.2015
of the Company
Directorship in other limited Nil
companies (excluding HP Cotton
Textile Mills Limited)
Relationship with other Directors and Nil
Key Managerial Personnel
Membership/Chairmanship of Nil
committee of Directors of other
companies
No. of Share held as on 31-03-2021 Nil
Number of Meetings of the Board 6(Six)
attended during the financial
year 2020-21
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Remuneration last drawn 2.30 Lacs (FY 2020-21) (including sitting fees, if any) Details of remuneration sought As per existing approved terms and conditions to be paid

By Order of the Board of Directors

New Delhi, August 03, 2021

Sd/- Shubham Jain Membership Number: A49541 Company Secretary & Compliance Officer

Registered office :

15th K.M. Stone, Delhi Road, V.P.O. Mayar, Hisar – 125044 Email id: cs@hpthreads.com Website: www.hpthreads.com Tel: +91 11 41540471/72/73

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