IMEC SERVICES LIMITED — AGM Information 2022

Sep 5, 2022

==> picture [141 x 42] intentionally omitted <==

IMEC SERVICES LIMITED

CIN : L74110MH1987PLC142326

Registered Office: 611, Tulsiani Chambers, Nariman Point, Mumbai - 400 021 E-mail : investor@imecservices.in Website : www.imecservices.in Phone No .: 022-22851303 Fax : 022-22823177

IMEC/BSE/35/2022-23

September 05, 2022

To, BSE Limited

Phiroze Jeejeebhoy Towers, Rotunda Building, Dalal Street, Mumbai-400001

Sub: Notice of 34[th] Annual General Meeting to be held on September 29, 2022

Dear Sir/ Madam,

We wish to inform you that the 34[th] Annual General Meeting (AGM) of the Company is scheduled to be held on Thursday, September 29, 2022 at 01.00 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

In accordance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies (Management and Administration) Rules, 2014, the Company has arranged the electronic voting facility for the Members to participate in the businesses to be transacted at the 34[th ] AGM. The Company has appointed Mr. Anish Gupta, Partner of M/s. VKMG & Associates LLP, Company Secretaries, Mumbai as the Scrutinizer.

The Company has appointed Central Depository Services (India) Limited to provide VC/ OAVM and e-voting facility for the AGM.

The remote e-voting period will begin on Monday, September 26, 2022 at 10.00 a.m. and shall end on Wednesday, September 28, 2022 at 5.00 p.m. The cut-off date for the purpose of remote e-voting is Thursday, September 22, 2022.

Members can vote either through remote e-voting or e-voting at the AGM held through VC/OAVM. Instructions for remote e-voting and e-voting at the AGM by the Members holding shares in dematerialized mode, physical mode or who have not registered their e-mail addresses is provided in the Notice of the AGM.

The Notice of the AGM and the Annual Report for the Financial Year 2021-22 is also available on the website of the Company at http://www.imecservices.in. As per the MCA Circular(s) and the SEBI Circular(s), no physical copies of the Notice of AGM and the Annual Report is/will be sent to any Member of the Company.

The Notice of AGM is enclosed for your information and record.

Thank you,

Yours truly,

For IMEC Services Limited

Nidhi Digitally signed by Nidhi Arjariya Date: 2022.09.05 Arjariya 18:30:03 +05'30' Nidhi Arjariya Company Secretary M. No. A54208

Encl : As above

==> picture [140 x 42] intentionally omitted <==

IMEC SERVICES LIMITED

CIN : L74110MH1987PLC142326

Registered Office: 611, Tulsiani Chambers, Nariman Point, Mumbai - 400 021 E-mail : investor@imecservices.in Website : www.imecservices.in Phone No .: 022-22851303 Fax : 022-22823177

NOTICE

NOTICE is hereby given that the 34[th] Annual General Meeting (“AGM / Meeting”) of the Members of IMEC Services Limited (the Company) will be held on Thursday, September 29, 2022 at 1.00 P.M . through Video Conferencing (“VC”) / Other Audio Visual Means (“OVAM”) to transact the following businesses:

ORDINARY BUSINESS:

1. To consider and adopt the audited standalone financial statement of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and Auditors thereon and the audited consolidated financial statement of the Company for the financial year ended March 31, 2022 and the report of Auditors thereon.

SPECIAL BUSINESS:

1. To approve the appointment of Mr. Rajesh Soni (DIN: 00574384) as Non- Executive Director of the Company and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act), the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Regulation 17(1)(c) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or any amendment or any substitution or re-enactment thereof, for the time being in force), the recommendation of the Nomination and Remuneration Committee, the Articles of Association of the Company and such other approvals as may be required, Mr. Rajesh Soni (DIN: 00574384) who was appointed as an Additional Director of the Company pursuant to Section 161 of the Act with effect from August 12 , 2022 to hold Office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice from a Member under Section 160 of the Act, proposing his candidature for the office of Director of the Company be and is hereby appointed as a Non-Executive Director , whose period of office will be liable to determination by retirement of directors by rotation.

RESOLVED FURTHER THAT the Directors, Chief Financial Officer and Company Secretary of the Company be and are hereby severally authorized to file necessary forms/returns with the Registrar of Companies to give effect to the aforesaid resolution and to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

Registered Office: 611, Tulsiani Chambers, Nariman Point, Mumbai – 400021 Maharashtra

Date: August 12, 2022 Place: Indore

By order of the Board of Directors For IMEC Services Limited

Negendra Singh Director DIN: 07756704

NOTES:

1. In view of the continued outbreak of the Coronavirus pandemic, Ministry of Corporate Affairs (MCA) has vide its Circular No. 02/2022 dated May 5, 2022 read with Circular No. 19/2021 dated December 8, 2021 , Circular No. 21/2021 dated December 14, 2021 , Circular No. 02/2021 dated January 13, 2021, Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, and Circular No. 20/2020 dated May 05, 2020 and other applicable circulars, if any, (collectively referred to as “MCA Circulars”) read with Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India (collectively referred to as ‘SEBI Circulars’) permitted the holding of the Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 and SEBVHO/DDHS/P/CIR/2022/0063 dated May 13, 2022 has provided relaxation from compliance with certain provisions of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) regarding sending of hard copy of annual report and proxy form in line with aforesaid MCA Circulars. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as amended from time to time and above mentioned MCA and SEBI Circulars, the 34[th] AGM of the Company will be held through VC / OAVM. The Central Depository Services (India) Limited (‘CDSL’) will be providing facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e- voting during the AGM. The detailed procedure for participating in the meeting through VC / OAVM is explained in the notice below and is also available on the website of the Company at www.imecservices.in.

2. In compliance with applicable provisions of the Companies Act, 2013 (“the Act”) and Listing Regulations read with the MCA Circulars and SEBI Circulars, the 34[th] AGM of the Company is being conducted through VC / OAVM. In accordance with the provisions of Secretarial Standards -2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Guidance Notes /Clarifications issued by ICSI from time to time, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM. The deemed venue for the AGM shall be the Registered Office of the Company i.e. 611 , Tulsiani Chambers , Nariman Point , Mumbai - 400021

3. The Company has appointed Central Depository Services (India) Limited (“CDSL”) to provide VC/ OAVM facility for the AGM.

4. Generally, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the MCA 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, Attendance Slip and Route Map are not annexed hereto. However, the Institutional/ Corporate Shareholders are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e- voting. Since, the AGM will be held through VC/OAVM, the route map of the venue of the meeting is also not annexed hereto.

5. The Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. Corporate Members/Trust /Other Persons intending to send their authorized representative to attend the AGM through VC / OAVM facility, are requested to send a duly certified copy of Board Resolution/ Authorization Letter to the Company, authorizing their representative to attend and vote on their behalf at the AGM.

7. The details of the Director Rajesh Soni (DIN : 00574384) pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings in respect of Director seeking appointment of Directorship at this AGM is appended to this Notice. The Director has furnished the requisite consent/declaration for his appointment.

8. 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 the relevant documents referred to in Notice will be available electronically for inspection by the Members during the AGM through VC/OAVM upon log-in to CDSL e- voting system. All the above documents referred to in the accompanying Notice shall be available for inspection through electronic mode without any fee by the Members from the date of circulation of this Notice upto the date of AGM. Members seeking to inspect such documents can send a request through e-mail to investor@imecservices.in.

Sending of Annual Report through electronic mode:

1. In accordance with MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or the Depositories/Depository Participant(s).

2. The AGM Notice and Annual Report are also available on the website of the Company www.imecservices.in, website of BSE Limited at www.bseindia.com and on website of CDSL (agency for providing the Remote e-voting facility and e-voting system during the AGM) at www.evotingindia.com.

3. The procedure for obtaining the Annual Report, AGM Notice and e-Voting instructions by the shareholders whose email addresses are not registered with the DPs/ RTA is as under:

Shareholders are advised to register/ update their email address and mobile number immediately, in case they have not done so earlier:

• In case of shares are held in demat mode, with their respective DPs.

• In case of shares held in physical mode, by accessing the link https://investor@bigshareonline.com or by sending an email to the RTA at investor@bigshareonline.com with details of Folio number, e-mail id and attaching a self-attested copy of PAN card.

• After due verification, the Company/ RTA will send login credentials for attending the AGM and voting to the registered email address.

• Any person who becomes a shareholder of the Company after sending of the AGM Notice and holding shares as on the cut-off date may obtain the user Id and password in the manner provided in the AGM Notice.

• The Audited Financial Statement of the Subsidiary company and the related detailed information shall be made available to Members of the holding Company i.e. IMEC Services Limited on demand.

• The Items of Business given in the AGM Notice dated August 12, 2022 may be transacted through the remote e-voting facility which is provided to the Members of the Company whose names appear in the Register of Members/List of Beneficial owners as on the cut-off date i.e. Thursday, September 22, 2022 to exercise their right to vote at the 34[th] Annual General Meeting of the Company by electronic means through remote e-voting platform provided by CDSL. Please note that the Members of the Company are requested to voluntarily opt the remote e-voting facility to vote on the resolution specified in the Notice of AGM, in case they are not able to attend the Annual General Meeting through VC / OAVM.

• Any person, who acquires the share(s) of the Company and becomes a Member of the Company after sending of this Notice of AGM and holds the shares as on the cut-off date, can also cast their vote through remote e-voting facility.

• In terms of the Regulation 40 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, except in case of transmission or transposition, requests for effecting transfer of securities of listed companies shall not be processed unless the securities are held in dematerialised form with a Depository. In view of this and to eliminate all risks associated with physical shares, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or its RTA, Bigshare Services Private Limited for the same.

• Members desirous of obtaining any information concerning to the accounts and operations of the Company are requested to send their queries to the Company Secretary and Compliance Officer of the Company through email at least seven days before the date of the meeting ,so that the required information can be made available at the meeting.

• Investor Grievance Redressal: The Company has designated an exclusive e-mail ID i.e. investor@imecservices.in to enable the investors to register their complaints / send correspondence, if any.

• Webcast: Members who are entitled to participate in the AGM can view the proceedings of AGM by logging in the website of CDSL at www.evotingindia.com using the login credentials.

19. E-Voting Process & Instructions:

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 and SEBI 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 on the date of the AGM will be provided by CDSL.

The Members can join the AGM in the 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 AGM through VC/OAVM will be

made available to at least 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.

• A. Instructions for shareholders for e-voting and joining virtual meetings are as under:

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

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

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

• (i) The voting period begins Monday, September 26, 2022 at 10:00 a.m. and ends on Wednesday, September 28, 2022 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 i.e. Thursday, September 22, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for e-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 Circulars No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 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 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.

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

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

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System 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. 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. 5)
Individual Shareholders holding	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on

securities in demat mode with NSDL Depository

a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site 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.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

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

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form :

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

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID:

  • 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.

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

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

	For Physical shareholders and other than individual shareholders holding shares in Demat
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	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.

OR Date of Birth (DOB)	 If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (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 (Electronic Voting Sequence Number) of IMEC Services Limited.

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

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

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

• 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@imecservices.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

The procedure for remote e-voting is same as the instructions mentioned above for e-voting.

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

1. The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. 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.

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

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

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

6. 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.

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

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

9. 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 EGM/AGM.

10. 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.

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

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

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

3. 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.

General Instructions

1. The cut-off date for the purpose of e-voting has been fixed as Thursday, September 22, 2022. Shareholders holding shares as on this date only are entitled to vote under either mode.

2. Voting rights of shareholders shall be in proportion to their shareholding in the Company as on the cut-off date i.e. Thursday, September 22, 2022.

3. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves, link their account which they wish to vote on and then cast their vote. They should upload a scanned copy of the Board Resolution in PDF format in the system for the scrutinizer to verify the vote.

4. In case a shareholder by inadvertence or otherwise has voted under both options, his voting by Remote e-Voting only will be considered.

5. Mr. Anish Gupta, (FCS No. 5733, COP No. 4092) Partner of VKMG & Associates LLP, Company Secretaries has been appointed as the Scrutinizer.

6. The Scrutinizer will after the conclusion of voting at the AGM:

7. i) First unblock and count the votes cast at the AGM through e-voting. ii) Then unblock the votes cast through Remote e-Voting.

8. iii) Both the above will be done in the presence of two witnesses not in the employment of the company.

9. iv) Make a consolidated Scrutinizer’s report (integrating the votes cast at the meeting & through Remote e-Voting) of the total votes cast in favour or against, to the Chairman.

10. v) The Scrutinizer’s report as above would be made soon after the conclusion of AGM and in any event not later than three days from the conclusion of the meeting.

11. Voting Results:

12. i) The Chairman of the AGM or a person authorized by him in writing will authenticate the result of the voting based on the Scrutinizer’s report and have it declared.

13. ii) The results will be declared within 48hours after the AGM. The results declared along with the scrutinizer’s report shall be uploaded on the company’s website www.imecservices.in and on the website of CDSL www.evotingindia.com and the same shall also be communicated to BSE Limited, where the shares of the Company are listed.

14. iii) Subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of AGM.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, 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. or 022-23058738.

STATEMENT PURSUANT TO SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 2

The Board of Directors of the company on the recommendation of the Nomination and Remuneration Committee had appointed Mr. Rajesh Soni (DIN: 00574384) as an Additional (Non-Executive) Director of the Company with effect from August 12, 2022, pursuant to the provisions of the Section 149,152 & 160 of the Companies Act, 2013 read with the rules framed there under, to hold office up to the date of the 34th Annual General Meeting.

Mr. Rajesh Soni aged 65 years, holds Bachelor's Degree in Science. Mr. Rajesh Soni has rich experience in the field of Steel Industries.

Considering the knowledge and experience of Mr. Rajesh Soni, the Board of Directors in consonance with Nomination and Remuneration Committee recommends the appointment of Mr. Rajesh Soni as Non-Executive Director of the Company and is now being placed before the Members at the General Meeting for their approval. The Company has received requisite disclosures and consent from Mr. Rajesh Soni

The Board of Directors recommends the resolution as set out at Item No. 2 of the Notice for the approval of the Members as an Ordinary Resolution.

None of the directors and/or key managerial personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the above Resolution.

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by The Institute of Company Secretaries of India, New Delhi, the following information is furnished about the Director proposed to be re-appointed/appointed:

**Name of Director **	Mr. Rajesh Soni(DIN:00574384)
Age	57 years
Nationality	Indian
Qualifications	Bachelor’sDegreeinscience
Date of first appointment on the Board of the Company	February 10, 2022
Expertise in specific functional area	He has knowledge and experience in the field of Steel Industry of more than 25 years. He possesses appropriate balance of skills, experience and knowledge.
Relationship with other Directors and Key Managerial Personnel	He is not related to any Director or KMP of the Company.
Terms & Conditions of appointment	Appointment as a Non-Executive Director, liable to retire by rotation.
Directorships held in other public Companies	1. Steeltech Resources Limited 2. Agrotarde Enterprises Limited
Memberships / Chairmanships of Committees of other Public Companies (includes only Audit Committee and Stakeholder Relationship Committee)	Steeltech Resources Limited Audit Committee – Member Agrotarde Enterprises Limited Audit Committee – Chairman
Listed entities from where he has resigned in the past three years	IMEC Services Limited
Number of Shares held in Company	NIL
No. of Board meetings entitled/attended during the year	N.A.
Remuneration last drawn	NIL

Registered Office: 611, Tulsiani Chambers, Nariman Point, Mumbai – 400021 Maharashtra

Date: August 12, 2022 Place: Indore

By order of the Board of Directors For IMEC Services Limited Negendra Singh Director DIN: 07756704