Iris Clothings Limited — AGM Information 2021

Sep 4, 2021

IRIS CLOTHINGS LTD.

103/24/1, Foreshore Road, Binani Metal Compound, Howrah – 711102 Office: +91 33-2640 4674, 33-2637 3856.

email: accounts@irisclothings.in website : www.irisclothings.in CIN : L18109WB2011PLC166895 GSTIN : 19AACCI6963K1Z0

Date: 4th September, 2021

To The Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block Bandra-Kurla Complex Bandra(E) Mumbai-400051 NSE Symbol: IRISDOREME

Sub: Submission of Notice of 10th Annual General Meeting

Ref: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

With reference to above subject, please find enclosed herewith a copy of the notice convening 10th Annual General Meeting of the Company scheduled to be held on Monday, 27th September, 2021 at 4.00 P.M. through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM').

Further, please note that the Register of Members shall remain closed from 21st September, 2021 to 27th September, 2021 (both days inclusive) for the purpose of 10th AGM of the Company.

A copy of the aforesaid notice is also available on the website of the Company www.irisclothings.in.

Kindly take the same on your record.

Thanking you.

Yours faithfully, For Iris Clothings Limited

Santosh Ladha Managing Director (DIN: 03585561)

Encl.: as above

Notice

Notice is hereby given that the Tenth Annual General Meeting of the Members of Iris Clothings Limited will be held on Monday, September 27, 2021 at 4.00 P.M. through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') 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, together with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mr. Baldev Das Ladha (DIN: 03585566), who retires by rotation and being eligible, offers himself for re-appointment.

For Iris Clothings Limited

Date: August 27, 2021 Sweta Agarwal Place: Howrah (Company Secretary)

Notes:

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ('MCA') has vide its General Circular No. 20/2020 dated May 05, 2020 read with General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 02/2021 dated January 13, 2021 (collectively referred to as "MCA Circulars") 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 "SEBI Circulars") permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing/Other Audio Video Means (VC/OAVM), without the physical presence of the Members at a common venue. In accordance with the MCA Circulars, SEBI Circulars, provisions of the Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the AGM of the Company is being held through VC/ OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
• 1. Pursuant to the provisions of the Companies Act, 2013 read with rules made thereunder, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held through VC/OAVM, physical attendance of Members has been dispensed with.

Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• 1. M/s. Cameo Corporate Services Limited, having its registered office at Subramanian Building No. 1, Club House Road, Chennai - 600 002 is appointed as Company's Registrar & Transfer Agents for its share registry (both, physical as well as electronic).
• 1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.
• 1. Corporate Shareholders (i.e., other than Individuals/ HUF, NRI, etc.) intending to attend AGM through their Authorised Representatives are requested to send a scanned copy of its Board or Governing Body Resolution/Authorization, etc. authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to rgadvisory18@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. Members holding shares in single name are advised to avail the facility of nomination in respect of shares

held by them pursuant to the provisions of Section 72 of the Companies Act, 2013. Members may contact Company/respective Depository Participants for availing this facility.

• 1. As per the provisions of Section 103 of the Companies Act, 2013, shareholders attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum.
• 1. 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), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. In accordance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the Annual General Meeting along with the Annual Report 2020-2021 is being sent only through electronic mode to those Members whose email addresses are registered with the Company or Depositories. Members may note that the Notice of AGM and Annual Report 2020- 2021 will also be available on the Company's website http://www.irisclothings.in/, website of the National Stock Exchange of India Limited at www.nseindia.com and on the website of CDSL at www.evotingindia.com.
• 1. Members are requested to notify changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, etc. to the concerned Depository Participant/Registrar and Transfer Agent/Company.
• 1. 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 or Arrangements in which the Directors are interested maintained under Section 189 of the Companies Act, 2013 shall be made available for on-line inspection at the AGM.
• 1. Information of Director proposed to be re-appointed at the forthcoming Annual General Meeting as required by Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations") and Secretarial Standard on General Meetings is provided in the annexure to this Notice.

• 1. Members desirous of getting any information in relation to the Company's Accounts are requested to address their query (ies) well in advance, i.e., at least 7 days before the Meeting, to enable the Management to keep the information readily available at the Meeting.
• 1. The Register of Members shall remain closed from September 21, 2021 to September 27, 2021 (both days inclusive) for the purpose of 10th AGM of the Company.
• 1. SEBI has mandated submission of Permanent Account Number ("PAN") by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to provide their PAN details to their respective DPs with whom they are maintaining their demat accounts.

Voting Through Electronic Means:

• 1. Pursuant to Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management of Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings, 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 arrangement with Central Depository Services (India) Limited for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as Venue Voting on the date of the AGM will be provided by CDSL.
• 1. The Board of Directors has appointed Mr. Rajesh Ghorawat, Practicing Company Secretary (FCS: 7226, C.P.: 20897) as the Scrutinizer to scrutinize the remote e-voting and e-voting at the AGM in a fair and transparent manner. The e-voting results along with Scrutinizers Report shall be available at the websites of the Company, NSE and CDSL respectively.
• 1. Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.
• 1. The remote e-voting period commences on Friday, September 24, 2021 (9:00 am) and ends on Sunday, September 26, 2021 (5:00 pm). During this period members of the Company, holding shares as on the

cut-off date of September 20, 2021, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• 1. The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date, being September 20, 2021. Any person, who ceases to be the Member of the Company as on the cut-off date and is in receipt of this Notice, shall treat this Notice for information purpose only.
• 1. Any person who become member of the Company subsequent to the dispatch of the Notice of AGM and holds the shares as on the cut-off date i.e., September 20, 2021 may obtain the Login ID and Password by sending a request at helpdesk.evoting@cdslindia. com or Company/RTA. However, if you are already registered with CDSL for remote e-voting then you can use your existing User ID and Password for casting your vote. If you have forgotten your password, you may reset your password by using "Forgot User Details/ Password" option available on www.evotingindia.com.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

i. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 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.

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

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

Type ofshareholders		Login Method
IndividualShareholdersholding securitiesin Demat mode withCDSL	1)	Users who have opted for CDSL Easi / Easiest facility, can login through their existinguser id and password. Option will be made available to reach e-Voting page withoutany further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login iconand select New System Myeasi.
	2)	After successful login the Easi / Easiest user will be able to see the e-Voting option foreligible companies where the e-voting is in progress as per the information providedby company. On clicking the e-voting option, the user will be able to see e-voting pageof the e-voting service provider for casting their vote during the remote e-voting periodor joining virtual meeting & voting during the meeting. Additionally, there is also linksprovided 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.

Type ofshareholders	Login Method
	4)Alternatively, the user can directly access e-voting page by providing Demat AccountNumber and PAN No. from a e-Voting link available on www.cdslindia.com home page orclick on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticatethe 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 thee-voting is in progress and also able to directly access the system of all E-voting ServiceProviders.
IndividualShareholdersholding securitiesin demat mode withNSDL	i.If you are already registered for NSDL IDeAS facility, please visit the e-Services website ofNSDL. Open web browser by typing the following URL: https://eservices.nsdl.com eitheron 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. Aftersuccessful authentication, you will be able to see e-Voting services. Click on "Accessto e-Voting" under e-Voting services and you will be able to see e-Voting page. Click oncompany name or e-Voting service provider name and you will be re-directed to e-Votingservice provider website for casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.
	ii.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 clickat https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	iii.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 thehome page of e-Voting system is launched, click on the icon "Login" which is availableunder 'Shareholder/Member' section. A new screen will open. You will have to enter yourUser ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTPand a Verification Code as shown on the screen. After successful authentication, youwill be redirected to NSDL Depository site wherein you can see e-voting page. Click oncompany name or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-voting period or joiningvirtual meeting & voting during the meeting.
IndividualShareholders(holding securitiesin demat mode)login throughtheir DepositoryParticipants	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. After Successful login, you willbe able to see e-Voting option. Once you click on e-Voting option, you will be redirected toNSDL/CDSL Depository site after successful authentication, wherein you can see e-Votingfeature. Click on company name or e-Voting service provider name and you will be redirectedto e-Voting service provider website for casting your vote during the remote e-Voting periodor joining virtual meeting & voting during the meeting.

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 holdingsecurities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdeskby sending a request at helpdesk.evoting@cdslindia.com or contact at022- 23058738 and 22-23058542-43.
Individual Shareholders holdingsecurities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or call at toll freeno.: 1800 1020 990 and 1800 22 44 30

• iii. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form:
  • i. The shareholders should log on to the e-voting website www.evotingindia.com.
  • ii. Click on "Shareholders" module.
  • iii. 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.
  • iv. Next enter the Image Verification as displayed and Click on Login.
  • v. 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.
  • vi. If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holdingshares 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/DepositoryParticipant are requested to use the sequence number sent by Company/RTAor contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded in your demat account or in the company records in order to login.
	• If both the details are not recorded with the depository or company, pleaseenter the member id / folio number in the Dividend Bank details field.

• iv. After entering these details appropriately, click on "SUBMIT" tab.

• v. 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.

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

• vii. Click on the EVSN for on which you choose to vote.

• viii. 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.

• ix. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• x. 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.

• xi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• xii. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• xiii. 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.

xiv. 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.
• • 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; rgadvisory18@gmail.com and accounts@irisclothings.in respectively, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

• 1. The procedure for attending meeting & e-voting on the day of the AGM is same as the instructions mentioned above for e-voting.
• 1. 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.
• 1. 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.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. 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.
• 1. 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 accounts@irisclothings.in. 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 accounts@irisclothings.in. These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. 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.
• 1. 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 NUMBER 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 accounts@irisclothings.in.
• 1. For Demat shareholders, please update your email id & mobile no. with your respective Depository Participant (DP).
• 1. 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.

• 1. 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.
• 1. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call on 022-23058542/43.

ANNEXURE TO THE NOTICE

Details of Directors seeking appointment / reappointment in Annual General Meeting in pursuance of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of Director	Baldev Das Ladha
Date of birth	March 08, 1943
Nationality	Indian
Date of first appointment on the board	August 27, 2011
Qualification	Commerce Background
Experience in functional area	Rich experience in Finance and Tax
Relationship with other Directors	Father of Mr. Santosh Ladha, Managing Director
Shareholding in the Company	2,56,517 Equity Shares
List of directorship held in other listed Companies	Nil
Committee membership in other listed Companies	Nil