Indian Card Clothing Ltd — Proxy Solicitation & Information Statement 2022

Jun 27, 2022

==> picture [498 x 67] intentionally omitted <==

June 27, 2022

To,

The Listing Department, The Listing Department, BSE Limited, National Stock Exchange of India Limited, P. J. Towers, Exchange Plaza, C – 1, Block – G, Dalal Street, Bandra – Kurla Complex, Bandra (East), Mumbai – 400001. Mumbai – 400051. Security ID : INDIANCARD Symbol : INDIANCARD Security Code : 509692 Series : EQ

Madam / Sirs,

SUB : Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing Regulations”]

---

This is to inform you that the Board of Directors of the Company in its meeting held on June 27, 2022; has:

• 1) approved the Postal Ballot Notice to be sent for approval of Shareholders/Members for re-appointment of Mr. Alok Misra as the “Manager” (Whole-time Key Managerial Personnel) of the Company designated as “Chief Executive Officer” for a period of three years effective from May 7, 2022 and authorization to sign and issue the said Post Ballot Notice on behalf of the Board of Directors.

• 2) fixed June 28, 2022 as the Cut-off date for the purpose of determining the members eligible to receive the Postal Ballot Notice and vote thereon.

Disclosure as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 with respect to the Postal Ballot Notice is given below as Annexure A.

You are requested to take the above information on record.

Thanking you,

Yours faithfully,

For The Indian Card Clothing Company Limited

==> picture [89 x 48] intentionally omitted <==

Amogh Barve Company Secretary and Head Legal & Corporate Affairs Membership No. : A33080

==> picture [94 x 91] intentionally omitted <==

==> picture [496 x 35] intentionally omitted <==

Page 1 of 3

THE INDIAN CARD CLOTHING CO. LTD.

“Katariya Capital”, A-19, Vidyut Nagar Society, Lane No. 5, Koregaon Park, Pune – 411001. CIN : L29261PN1955PLC009579

Encl: As Above

C.C:

• 1) National Securities Depository Ltd.

• 4[th] Floor, ‘A’ Wing Trade World,

• Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013.

• 3) KFin Technologies Limited, Selenium Tower B, Plot Nos.31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032.

• 2) Central Depository Services (India) Limited Marathon Futurex, 25[th] floor, NM Joshi Marg, Lower Parel (East), Mumbai-400013

Page 2 of 3

THE INDIAN CARD CLOTHING CO. LTD.

“Katariya Capital”, A-19, Vidyut Nagar Society, Lane No. 5, Koregaon Park, Pune – 411001. CIN : L29261PN1955PLC009579

ANNEXURE A

Postal Ballot Notice – Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. [“Listing Regulations”]

Further to our communication dated May 29, 2022 providing outcome of the Board Meeting held on the same day wherein the Board of Directors of the Company had approved, subject to approval of the shareholders, re-appointment of Mr. Alok Misra as the “Manager” (Whole-time Key Managerial Personnel) of the Company designated as “Chief Executive Officer” for a period of three years effective from May 7, 2022, please find enclosed herewith a copy of the Postal Ballot Notice alongwith the Explanatory Statement.

In compliance with the circulars of the Ministry of Corporate Affairs, the said Postal Ballot Notice is being sent electronically, seeking approval of the Members through mechanism of Remote e- Voting pursuant to section 108, 110 and other applicable provisions of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014., only to those members whose email addresses are registered with the Company/ National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) [Depositories] and whose names are recorded in the Register of Members / list of Beneficial Owners received from the Depositories as on the cut-off date, i.e., on Tuesday, June 28, 2022 . The Company has also made arrangements for those members who have not yet registered their email address to get the same registered by following the procedure prescribed in the Notice.

The Company has engaged the services of KFin Technologies Limited (KFinTech) for the purpose of providing e-voting facility to all its members. The remote e-voting period commences from 9.00 a.m. (IST) on Friday, July 1, 2022 and ends at 5.00 p.m. (IST) on Saturday, July 30, 2022. The voting rights of the members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. June 28, 2022.

The results of the Postal BaIIot will be announced on Monday, August 1, 2022.

Postal Ballot Notice will also be available on the Company’s website at www.cardindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFinTech evoting@kfintech.com.

For The Indian Card Clothing Company Limited

==> picture [89 x 48] intentionally omitted <==

Amogh Barve Company Secretary and Head Legal & Corporate Affairs Membership No. : A33080

==> picture [94 x 91] intentionally omitted <==

Encl: As Above

Page 3 of 3

==> picture [101 x 34] intentionally omitted <==

THE INDIAN CARD CLOTHING COMPANY LIMITED

(CIN: L29261PN1955PLC009579)

“Katariya Capital, A-19, Vidyut Nagar Society, Lane No. 5, Koregaon Park Pune – 411001. Telefax: +91-20-26151618 Email: investor@cardindia.com, Website: www.cardindia.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Member(s), The Indian Card Clothing Company Limited

Notice of Postal Ballot is hereby given to the Members of the Company pursuant to Section 108 and Section 110 of the Companies Act, 2013 as amended from time to time ( “Act” ) and other applicable provisions, if any, of the Act read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, ( “Rules” ), and pursuant to General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 3/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs ( “MCA” ) (hereinafter collectively referred to as “MCA Circulars” ), and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time ( “the Listing Regulations” ) and Secretarial Standard on General Meetings (‘ SS-2 ’) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, to transact the following Special Business by the Members of The Indian Card Clothing Company Limited by passing the proposed resolution as a Special Resolution as set out in this Notice by means of Postal Ballot only by voting through electronic means ( ‘remote e-voting’ ).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice electronically.

The proposed Resolution and the Explanatory Statement stating all the material facts as required in terms of Section 102, 110 and other applicable provisions of the Act read with the applicable Rules as appended hereto, forms a part of this Postal Ballot Notice (“Notice”).

1

The Board of Directors of the Company in its meeting held on June 27, 2022, in compliance with Rule 22(5) of the Companies (Management and Administration) Rules, 2014, has appointed Mr. Devendra V. Deshpande (Membership No. F6099 / CP. No. 6515), Proprietor of DVD & Associates, Company Secretaries, Pune, as the Scrutinizer (“the Scrutinizer”) for conducting the postal ballot through the remote e-voting process in a fair and transparent manner. Mr. Devendra V. Deshpande has communicated his willingness to be appointed and will be available for the said purpose.

The remote e-voting period commences from 9.00 a.m. (IST) on Friday, July 1, 2022 and ends at 5.00 p.m. (IST) on Saturday, July 30, 2022. The Scrutinizer will submit his report to the Chairman or any other Director or to the Company Secretary of the Company upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 p.m. (IST) on Monday, August 1, 2022. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.cardindia.com and on the website of KFin Technologies Limited (“KFinTech”) www.kfintech.com.

Special Business:

Item No.1:

To approve re-appointment of Mr. Alok Misra as the Manager (Whole-Time Key Managerial Personnel) of the Company designated as the Chief Executive Officer:

To consider and, if thought fit, to give assent or dissent to the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections, 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule V to the Companies Act, 2013, the Articles of Association (AOA) of the Company, the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the members of the Company be an is hereby accorded to the re-appointment of Mr. Alok Misra as the “Manager” (Whole-time Key Managerial Personnel) of the Company designated as the “Chief Executive Officer” for a period of three years effective from May 7, 2022 on such remuneration and terms and conditions as are detailed in the explanatory statement annexed to this notice with a liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include a committee) to alter and vary the terms and conditions of the said re-appointment and/or remuneration which may be acceptable to Mr. Alok Misra.

RESOLVED FURTHER THAT notwithstanding anything stated herein, where in any financial year during the tenure of the Manager, the Company has no profits or its profits are inadequate, the Company may pay to the Manager as the minimum remuneration as specified in the Explanatory Statement setting out the material facts annexed this Notice.

2

RESOLVED FURTHER THAT the Board (including a Committee) be and is hereby authorized to do all such acts, deeds, matters and things as, in its absolute discretion, it may think necessary, expedient or desirable as may be required in this regard.”

By order of the Board of Directors For The Indian Card Clothing Company Limited

Place : Pune Date : June 27, 2022

Sd/Amogh Barve Company Secretary and Head – Legal & Corporate Affairs Membership No.: A33080

3

NOTES & GENERAL INSTRUCTIONS

• 01) An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, read with Section 110 of the Companies Act, 2013, and the relevant details, as required by Section II of Part II of Schedule V to the Companies Act, 2013 are annexed to this Notice.

• 02) In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the members to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by M/s KFin Technologies Limited (previously known as KFin Technologies Private Limited) [“KFinTech”]. The instructions for e-voting are provided as part of this Postal Ballot Notice.

• 03) The Postal Ballot Notice is being sent to all the Members whose names appear in the Register of Members / list of Beneficial Owners received from National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on the cut-off date i.e. Tuesday, June 28, 2022 (as on the close of working hours).

• 04) In compliance with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.cardindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of KFin Technologies Limited (“KFinTech”) evoting@kfintech.com.

• 05) Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited, Selenium Tower B, Plot number nos. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500032.

• 06) In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot. Members whose names appear on the Register of Members/List of Beneficial Owners as on Tuesday, June 28, 2022 will be considered for the purpose of e-voting.

• 07) The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. June 28, 2022 (as on the close of working hours). A person who is not a shareholder on the cut-off date should treat this notice for information purpose only.

• 08) The Resolutions passed by the Members through Postal Ballot is deemed to have been passed as if they have been passed at a General Meeting of the Members.

• 09) The Chairman or any other Director or the Company Secretary of the Company shall announce the results of the Postal Ballot at the Registered Office of the Company, on Monday, August 1, 2022, on or before 5:00 p.m. (IST).

4

• 10) The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Saturday, July 30, 2022 i.e., the last date specified for receipt of votes through the e- voting process.

• 11) All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to investor@cardindia.com.

5

INSTRUCTIONS FOR REMOTE E-VOTING (“e-voting”):

1. Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-voting facility provided by Listed Companies”, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories Participants/DPs to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (“ESP”) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

2. Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-voting facility.

3. The Details and the process and manner for remote e-voting are explained herein below:

Step 1: Access to Depositories e-voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access to Kfintech e-voting system in case of shareholders holding shares in physical and non -individual shareholders in demat mode.

DETAILS ON STEP 1 ARE MENTIONED BELOW:

Login method for Individual shareholders holding securities in demat mode is given below:

==> picture [456 x 48] intentionally omitted <==

----- Start of picture text -----

Type of Login Method
shareholders
Individual A) Existing Internet-based Demat Account Statement (“IDeAS”)
----- End of picture text -----

Type of shareholders Login Method	Type of shareholders Login Method
Individual	A) Existing Internet-based Demat Account Statement (“IDeAS”)
Members holding shares in demat mode with NSDL.	facility Users: i) Visit the e-services website of NSDL URL: https://eservices.nsdl.com either on a personal computer or on a mobile. ii) On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii) After successful authentication, Members will be able to see e- voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e- voting page will be displayed. iv) Click on Company name i.e. ‘The Indian Card Clothing Company Limited’ or e-Voting service provider (ESP) i.e. KFinTech v) Members will be re-directed to KFinTech’s website for casting their vote through remote e-voting.

6

==> picture [456 x 603] intentionally omitted <==

----- Start of picture text -----

B) User not registered under IDeAS e-Services
i) To register click on link: https://eservices.nsdl.com
ii) Select “Register Online for IDeAS” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
iii) Proceed with completing the required fields.
iv) Follow steps given in points 1 to cast your vote.
C) Alternatively, by directly accessing the e-voting website of
NSDL:
i) Visit the e-voting website of NSDL
https://www.evoting.nsdl.com/.
ii) 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.
iii) Members will have to enter their User ID (i.e. the sixteen digit
demat account number held with NSDL), password / OTP and
a Verification Code as shown on the screen.
iv) After successful authentication, Members will be redirected to
NSDL Depository site wherein they can see e-voting page.
v) Click on company name i.e. ‘The Indian Card Clothing Company
Limited’ or e-voting service provider name i.e. KFinTech after
which the Member will be redirected to e-voting service provider
website for casting their vote through remote e-voting.
vi) Members can also download the NSDL Mobile App “NSDL
Speed-e” facility by scanning the QR code mentioned below for
seamless voting experience.
Individual A) Existing user who have opted for Electronic Access To
Members holding Securities Information (“Easi / Easiest”) facility:
shares in demat i) Visit URL: https://web.cdslindia.com/myeasi/home/login or
mode with CDSL www.cdslindia.com.
ii) Click on New System Myeasi.
iii) Login to MyEasi option under quick login.
iv) Login with your registered user id and password.
v) The user will see the e-Voting Menu.
----- End of picture text -----

7

	vi) The Menu will have links of KFinTech e-voting portal and will be redirected to the e-voting page of KFinTech to cast their vote without any further authentication.
	B) User not registered for Easi/Easiest i) Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration ii) Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii) After successful registration, please follow the steps given in point no. 1 above to cast your vote.
	C) Alternatively, by directly accessing the e-Voting website of CDSL i) Visit URL:www.cdslindia.com ii) Provide your demat Account Number and PAN No. iii) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv) After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz. ‘The Indian Card Clothing Company Limited’ or select KFinTech. v) Members will be re-directed to the e-voting page of KFinTech to cast their vote without any further authentication.
Individual Members (holding shares in demat mode) login through their depository participants	i) Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii) Once logged-in, Members will be able to view e-voting option. iii) Upon clicking on e-voting option, Members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv) Click on options available against The Indian Card Clothing Company Limited or KFinTech. v) Members will be redirected to e-voting website of KFinTech for casting their vote through the remote e-voting period without any further authentication.

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

8

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

==> picture [457 x 16] intentionally omitted <==

----- Start of picture text -----

Members facing any technical issue - NSDL Members facing any technical issue - CDSL
----- End of picture text -----

Members facing any technical issue- NSDL Members facing any technical issue- CDSL	Members facing any technical issue- NSDL Members facing any technical issue- CDSL
Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call on toll free number: 1800 1020 990 and 1800 224 430	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact on 022- 23058738 or 022- 23058542-43

DETAILS ON STEP 2 ARE MENTIONED BELOW:

Login Method for remote e-voting for Members other than Individual’s holding shares in demat mode and Members holding shares in physical mode.

• (A) Members whose email IDs are registered with the Company / Depository Participants, will receive an email from KFinTech which will include details of e-voting Event Number (EVEN), USER ID and Password.

They will have to follow the following process:

• I. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.

• II. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a Member is registered with KFinTech for e-voting, they can use their existing User ID and password for casting the vote.

• III. After entering these details appropriately, click on “LOGIN”.

• IV. Members will now reach password change Menu wherein you are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,5, etc.,). The system will prompt the Member to change their password and update their contact details viz. mobile number, email ID etc. on first login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that Members do not share their password with any other person and that they take utmost care to keep their password confidential.

• V.

• Members would need to login again with the new credentials.

• VI. On successful login, the system will prompt the Member to select the “EVEN” i.e., ‘The Indian Card Clothing Company Limited’ (Postal Ballot)” and click on “Submit”.

• VII. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a Member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding of the shareholder as on the cut-off date. A Member may also choose the option ABSTAIN. If a Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

9

• VIII. Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account.

• IX. Voting has to be done for each item of the notice separately. In case a Member does not desire to cast their vote on any specific item, it will be treated as abstained.

• X. A Member may then cast their vote by selecting an appropriate option and click on “Submit”.

• XI. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once a Member has voted on the resolution (s), they will not be allowed to modify their vote. During the voting period, Members 13 can login any number of times till they have voted on the Resolution(s).

• XII. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer’s email id devendracs@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_Event No.”

(B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the, Notice of Postal Ballot and e-voting instructions cannot be serviced, will have to follow the following process:

• I. Members who have not registered their email address, thereby not being in receipt of the Annual Report, Notice of AGM and e-voting instructions, may temporarily get their email address and mobile number submitted with KFinTech by following the below steps:

• (a) Visit the link:

https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx.

• (b) Select the company name i.e. ‘The Indian Card Clothing Company Limited’

• (c) (Select the Holding type from the drop down i.e. - NSDL/CDSL/Physical

• (d) Enter DP ID – Client ID (in case shares are held in electronic form)/Physical Folio No. (in case shares are held in physical form) and PAN

• (e) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records

• (f) (In case shares are held in physical form and PAN is not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.

• (g) Enter the email address and mobile number.

• (h) System will validate DP ID – Client ID/Folio number and PAN/share certificate number, as the case may be, and send OTP at the registered mobile number as well as email address for validation.

10

• (i) Enter the OTPs received by SMS and email to complete the validation process. OTP will be valid for 5 minutes only.

• (j) The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the member.

• (k) Please note that in case the shares are held in demat form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email address with their DPs permanently, so that all communications are received by them in electronic form.

• II. Members are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Postal Ballot Notice and e-voting instructions along with the User ID and Password. In case of any queries, Members may write to einward.ris@kfintech.com/ investor@cardindia.com.

• III. Alternatively, member may send an e-mail request at the email id einward.ris@kfintech.com/ investor@cardindia.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, selfattested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Postal Ballot and the e- voting instructions.

• IV. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting User Manual available at the ‘download’ section of https://evoting.kfintech.com or call KFin on 1800 309 4001 (toll free).

Contact details for addressing e-voting grievances:

Mr. Anil Dalvi, Manager, M/s KFin Technologies Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Phone No.: + 91 40 67161631, Toll-free No.: 1800 309 4001 E-mail: einward.ris@kfintech.com.

11

Explanatory Statement pursuant to Sections 102(1) of the Companies Act, 2013

Item No.1

The Board of Directors in its meeting held on May 6, 2019 had, subject to the approval of the members in the general meeting, appointed Mr. Alok Misra as the Manager (Whole-time Key Managerial Personnel) of the Company designated as Chief Executive Officer for a period of 3 years commencing from May 7, 2019. The said appointment of Mr. Misra was also approved by the members of the Company by way of Special Resolution in the 65[th] Annual General Meeting held on July 29, 2019.

Since term of appointment of Mr. Misra has now expired, it is necessary to appoint a Whole-time Key Managerial Personnel (KMP) who shall be the Manager pursuant to the provisions of sections 196, 197 and 203 of the Companies Act, 2013 read with Schedule V and shall also act as the Chief Executive Officer of the Company for a period of three (3) years with effect from May 7, 2022.

Mr. Alok Misra, has given his affirmation for his re-appointment as the Manager (Whole-time Key Managerial Personnel) of the Company designated as Chief Executive Officer.

The Board of Directors of the Company in its meeting held on May 29, 2022, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members by way of special resolution, approved re-appoint Mr. Alok Misra as Manager (Whole-time Key Managerial Personnel) of the Company designated as Chief Executive Officer of the Company for a period of 3 years commencing from May 7, 2022.

Background details of Mr. Alok Misra, the remuneration payable to him, the terms and conditions of his appointment and other details related to the re-appointment of the Manager required to be stated in the explanatory statement to this Notice, are provided under additional information furnished below as required by Section II of Part II of Schedule V to the Companies Act, 2013.

Additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013 is given below:

I. General Information:

1) Nature of Industry:

The Indian Card Clothing Company Limited (ICC) is engaged in the manufacturing of flexible and metallic card clothing and providing allied services. The Company’s manufacturing plant is located at Nalagarh (Himachal Pradesh).

The Company offers a range of wires, tops and flexible card clothing for short staple and long staple fibre as well as non-woven application. The card accessories of the Company include web catcher, accura carding systems and XTRAC systems. The Company has two business segments, namely, Card Clothing and Realty.

2) Date or expected date of Commencement of Commercial production:

The Company was incorporated on 24[th] June, 1955 and commenced its commercial production in the same financial year.

12

3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable

4) Financial performance based on given indicators – as per audited financial results for the year ended March 31, 2022:

==> picture [394 x 78] intentionally omitted <==

----- Start of picture text -----

Particulars Rs. in Lakhs
Income from Operations 5,553.30
Other Income 570.66
Total Expenses 5965.10
Net Profit / (Loss) after tax as per the Statement of Profit & Loss 19,134.40
Net worth 26,414.44
----- End of picture text -----

5) Foreign Investment or collaborations, if any:

Garnett Wire Ltd., UK is overseas subsidiary of the Company, the Company continued to own 60% share capital of Garnett Wire Ltd., UK since 1997. No investment was made in this subsidiary during the Financial Year 2021-22. However, the Board of Directors in its meeting held on June 27, 2022 has approved the proposal for acquisition of the balance 40% equity stake in Garnett Wire Ltd., UK – foreign subsidiary of the Company from its Joint Venture Partner – M/s. Joseph Sellers & Son Limited.

II. Information about the appointee:

1) Background Details:

Brief resume giving the background details of Mr. Alok Misra is as given below:

Mr. Alok Misra is a B. Tech (Chem) from Harcourt Butler Kanpur and has to his credit long experience of 33 years of working in various positions and roles in operations across the automotive, engineering and consumer durable and appliances sectors. He has good exposure in devising and implementing New Customer Acquisition Processes, Business Development, Strategic Sourcing, Safety & LEAN Operations, Quality Management System and Cost reduction strategies.

Mr. Misra, during his tenure from 2019 to 2022 has taken various cost reduction measures, quality improvement measures which ultimately resulted in improvement in operational efficiency of the Company. Prior to joining the Company, Mr. Misra’s last employment was with Polycab India Limited, a company engaged in the manufacturing of electrical equipments and products, for a period of two years wherein he was President Operations for one year and then served as Executive President Manufacturing (Cables & Wires). Before Polycab India Limited, he had a tenure of around four years with Franke Faber India Limited as Senior Director - Operations.

Mr. Misra has served as Chief Operating Officer (COO) of Tata Toyo Radiators Limited for a period of about four years. He has also worked with Tata AutoComp Systems Limited, Interiors & Plastics Division and Mahindra Hinoday as DGM

13

Manufacturing and GM Manufacturing respectively. Mr. Misra also served a long tenure of around thirteen years with Bajaj Auto Limited Aurangabad as Section Manager.

2) Past Remuneration/ Last remuneration drawn from the Company:

The remuneration drawn by Mr. Misra for the year ended March 31, 2022 is as follows:

==> picture [384 x 238] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars of Last Remuneration Drawn Per Per
No. Month Annum
1 Basic Salary 2,66,975 32,03,700
2 House Rent allowance 1,33,470 16,01,640
3 Children Educational allowance 250 3,000
4 Bonus 22,241 2,66,892
5 Car Running & Maintenance 40,000 4,80,000
6 Driver's Salary 25,000 3,00,000
7 Mobile Expenses 2,000 24,000
8 Uniform Maintenance Allowance / Office Attire 5,000 60,000
9 Other Allowances 1,68,518 20,22,216
10 Provident Fund 32,037 3,84,444
11 Gratuity 12,842 1,54,104
12 Gross Salary 7,08,333 84,99,996
13 Variable Pay - 30,45,000
14 Net Salary 1,15,44,996
----- End of picture text -----

In addition to the above, coverage under Group Mediclaim Floater Policy upto Rs. 4.5 Lakhs for self and family.

3) Recognition or awards:

Mr. Misra achieved the sales target, despite many challenges faced due to impact of COVID-19 pandemic and the resultant lockdown. The Board has appreciated performance from Mr. Misra from time to time.

4) Job Profile and his suitability:

Mr. Alok Misra, Manager (Whole-time Key Managerial Personnel) and Chief Executive Officer (CEO) under the provisions of the Companies Act, 2013, is responsible for day-to-day management of the Company, subject to overall supervision, control and direction of the Board of Directors. Taking into consideration his qualification, experience and expertise, he is best suited for the responsibilities of current assigned role.

5) Remuneration proposed:

As approved by the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Alok Misra shall be entitled to a total remuneration of

14

Rs. 1,12,00,000 (Rupees One Crore Twelve Lakhs Only) per annum plus variable pay as per the details given below:

Option A

In case the Company is having adequate profits:

In case of the Company having adequate profits, the Manager will be paid such remuneration within the limits specified from time to time under Section 197, read with Section I of Part II of Schedule V to the Act not exceeding the remuneration as may be approved under this resolution.

Or

Option B

In case the Company is having inadequate profits:

Where in any financial year during the currency of the term of the Manager, the Company has no profits or its profits are inadequate, the Company will pay the remuneration to the Manager in compliance with the provisions of Section II of Part II of Schedule V to the Act (considering the effective capital of the Company being Rs. 5 crores and above but less than Rs. 100 crores, at present, the limit on yearly managerial remuneration payable is Rs. 84 Lakh per annum or such remuneration in excess of Rs. 84 Lakh as may be approved by the Shareholders through a Special Resolution) not exceeding the remuneration as may be approved under this resolution.

The Manager shall be entitled to a total remuneration of Rs. 1,12,00,000 (Rupees One Crore Twelve Lakhs Only) per annum plus variable pay as per the details given below:

a. Salary:

Basic Salary shall be Rs. 3,50,000/- (Rupees Three Lakh Fifty Thousand Only) per month.

b. Benefits, Perquisites and Allowances:

In addition to salary, the Manager shall be paid the following benefits, perquisites and allowances:

 House Rent allowance:

Manager shall be entitled for house rent allowance of Rs.1,40,000/(Rupees One Lakh Forty Thousand only) per month.

Educational allowance:

Manager shall be entitled for Children Educational allowance of Rs. 200/(Rupees Two Hundred only) per month.

15

 Bonus:

The Manager shall be entitled for bonus of Rs. 29,155/- (Rupees TwentyNine Thousand One Hundred Fifty-Five only) per month.

 Vehicle Maintenance:

The Manager shall be entitled to Vehicle Maintenance of Rs. 45,000/(Rupees Forty-Five Thousand only) per month. The Manager shall submit supporting bills in respect of Vehicle Maintenance every quarter before 15[th] day of the last month of the quarter.

Daily expenses towards the Petrol, maintenance of the Car etc. shall be borne by the Manager.

 Driver Allowance:

In addition to Vehicle Maintenance, the Manager shall be entitled to Driver Allowance of Rs. 30,000/- (Rupees Thirty Thousand only.) per month.

 Mobile Expenses:

The Company shall provide for employee-owned mobile expenses upto Rs. 5,000/- (Rupees Five Thousand only) per month. The Manager shall submit supporting bills in respect of Mobile Expenses every quarter before 15[th] day of the last month of the quarter.

 Uniform Maintenance Allowance / Office Attire:

The Manager shall be entitled to Uniform Maintenance / Office Attire Allowance of Rs. 96,000/- (Rupees Ninety-Six Thousand only) per annum, i.e, Rs. 8,000/- (Rupees Eight Thousand only) per month.



Other Allowances:

For the period commencing from the date of appointment of the Manager, i.e., from May 7, 2022, the Manager shall be entitled to Other Allowances of Rs. 2,67,144/- (Two Lakh Sixty-Seven Thousand One Hundred FortyFour only) per month.

 Health Insurance:

Coverage (Sum Assured) under Group Health Insurance Policy upto Rs. 4.5 Lakhs for self and family.

 Personal Accident Insurance:

Coverage (Sum Insured) under Group Personal Accident Insurance Policy upto Rs.10 Lakh for Self.

16

c. Provident Fund:

Covered under the Provident Fund Scheme prevailing in the Company.

Contribution of Rs. 42,000/- per month (approx.12% of Basic Salary) shall be made by the Company on behalf of the Manager to the Company's Provident Fund scheme or any other similar scheme of the Company as may be existing from time to time.

d. Gratuity:

Covered under prevailing Gratuity Scheme of the Company.

Contribution of Rs. 16,835/- per month (approx. 4.81% of Basic Salary) shall be made by the Company on behalf of the Manager to the Company's Gratuity scheme or any other similar scheme of the Company as may be existing from time to time.

e. Variable Pay:

In addition to the fixed cost to the Company, for each year of completed employment with the Company, the Manager shall be entitled to a performance linked variable payment not exceeding the amount as given below:

	For the first year of completed service	:	Rs. 35,00,000
	For the second year of completed service	:	Rs. 40,00,000
	For the third year of completed service	:	Rs. 50,00,000
			--------------------
	TOTAL	:	Rs. 125,00,000
			=============

Such performance linked payments in any year of service shall be subject to achievement / fulfillment of certain objectives by the Manager amounting to overall measurable benefit to the Company. Such objectives shall be mutually agreed in advance between the Board of Directors of the Company and the Manager.

Any payment of performance linked variable pay shall be payable only if:

• 1) The Board of Directors of the Company has reviewed the performance of the Manager and accorded its approval for payment of such performance linked variable pay;

• 2) The Manager has completed at least 6 months of employment with the Company in a particular year; and

• 3) There is a measurable achievement of any agreed objectives for the Company for the particular year.

f.

Leave:

On full pay and allowance as per Rules of the Company. Encashment of leave will be permitted as per the Rules. Leave accumulated on expiry/termination of

17

the Agreement will be allowed to be carried forward or en-cashed. (In the case of encashment of leave at the end of the tenure, the same will not be considered as perquisite).

g. Termination:

This contract may be terminated by giving three calendar months' notice in writing by either party.

The employment shall stand automatically terminated if the Manager applies for insolvency or becomes insolvent.

The Board of Directors of the Company reserves the right to terminate the employment without any prior notice if in its opinion the Manager is guilty of inattention to or negligence, omission or commission inconsistent with the duties and responsibilities.

The employment shall be automatically terminated if the Manager attains age of 60 years.

Upon termination of the employment, however, arising:

• i) The Manager shall deliver to the Company all the letters, lists, reports, documents etc.

• ii) The Manager shall not either directly or indirectly entice any employee of the Company.

• iii) The Manager shall not either directly or indirectly for a period of three (3) years carry on alone or in association with others any business, which is in competition with the Company.

h. Nature of Duties and Other terms of Employment:

• i) The Manager shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Board from time to time and separately communicated to him and such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.

• ii) The Board of Directors of the Company reserves the right to transfer the Manager from one section / department / function / division to another, either in this city or any other place in India or abroad and also to transfer / lend the services to any of its associates.

• iii) The Manager shall be required to perform his duties not only for the Company, but also for its division / associates /subsidiaries without any additional remuneration.

• iv) The Manager shall not during the term of his employment, except as a representative of the Company or with the consent in writing of the Company, be directly or indirectly engaged or concerned in the conduct of any other business including consultancy.

18

• v) The Manager shall not communicate to any person who does not have proper authority any of the trade secrets or other confidential information of the Company.

• vi) The Manager shall be entitled to reimbursement of entertainment, travelling and all other expenses actually incurred for the business of the Company or any other expenditure as the Board may approve.

• vii) Perquisites shall be evaluated as per Income Tax Rules, wherever applicable or at actual cost.

• viii) The Manager shall not be entitled to receive any fee for attending meetings of the Board and/or any Committee thereof. The Manager shall not receive remuneration in any other capacity except as approved in this resolution.

• ix) The Manager either by himself or through his related parties shall not enter into any contract or arrangement or transaction with the Company, except with the prior approval of the Audit Committee or such other approval as may be required under the Act or its Rules.

6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin):

Taking into consideration the size of the Company, the qualifications, experience and expertise of Mr. Alok Misra, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies.

7) Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel or other director, if any:

Mr. Misra is not related to any of the Directors or Key Managerial Personnel of the Company and does not hold any shares of the Company.

8) Number of meetings of the Board attended during the financial year 2021-22:

Mr. Misra has attended all the Board Meetings held during the financial year 2021-22.

9) Directorships, Memberships/Chairmanship of Committees of other Companies:

Mr. Misra has been appointed as a Director of ICC International Agencies Limited, wholly owned subsidiary of the Company.

19

I. Other Information

i) Reasons for loss or inadequate profits:

The Company earned a total revenue of Rs. 6,123.96 Lakh as against Rs. 4,770.70 Lakh in the previous year. The profit for the financial year 2021-22 has been Rs. 19,134.40 Lakh against loss of Rs. 81.33 Lakh for the financial year 2020-21.

The profit in financial year 2021-22 is mainly on account of sale of Company’s land situated located at Mumbai-Pune Road, Pimpri, Pune – 411018 admeasuring approximately 85,878 sq. mtrs. for a total consideration of Rs. 225 Crore.

The loss incurred in the last two financial years was mainly on account of global slowdown in the textile industry and slow demand for the carding machines and due to Covid–19 pandemic and the resultant lockdowns.

ii) Steps taken or proposed to be taken for improvement:

The operations team at Nalagarh took various measures during the year to improve the operational efficiency. Better production planning and improvement in uptime of the machines in the plant has helped the Company to improve Overall Equipment Effectiveness (OEE) of the machines.

iii) Expected increase in productivity and profits in measurable terms:

After taking improvement steps as stated above, the Company shall be in a position to strengthen its capabilities, as well as address future opportunities in India and other markets of choice. The above measures undertaken are expected to yield positive results and improve the financial performance of the Company in the coming years.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise in the resolution set out at Item No. 1 of the Notice, except for Mr. Alok Misra and except to the extent of their shareholding in the Company.

By order of the Board of Directors For The Indian Card Clothing Company Limited

Place : Pune Date : June 27, 2022

Sd/Amogh Barve Company Secretary and Head – Legal & Corporate Affairs Membership No.: A33080

20