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Jamna Auto Industries Ltd. Proxy Solicitation & Information Statement 2024

Dec 10, 2024

59193_rns_2024-12-10_7ecca0ec-fcbe-4796-be05-4b83ecd895ed.pdf

Proxy Solicitation & Information Statement

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Jamna Auto Industries Ltd.

December 10, 2024

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Street, Exchange Plaza, Plot no. C/1, G Block, Mumbai- 400001 Maharashtra Bandra-Kurla Complex, Bandra (E) Mumbai - 400051, Maharashtra BSE Code: 520051 NSE Code: JAMNAAUTO

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) - Postal Ballot Notice.

Dear Sir/Madam,

Pursuant to Regulation 30 of the Listing Regulations, we hereby enclose a copy of Postal Ballot Notice (“Notice”) seeking approval of members of the Company by way of postal ballot through remote e-voting only, on the special resolution for appointment of Lieutenant General Ravin Khosla (Retd.) (DIN: 10824636) as an Independent Director for an initial term of 5 years w.e.f. November 14, 2024.

In compliance with the provisions of the Companies Act, 2013 and circulars issued by the Ministry of Corporate Affairs on the matter, the Notice is being sent through electronic mode only to those members whose email addresses are registered with the Company’s Registrar and Share Transfer Agent (“RTA”) /Depositories as on cut-off date i.e. Friday, December 06, 2024.

The members can provide their assent (FOR) or dissent (AGAINST) on the proposed resolution through e-voting only. The e-voting period will commence on Friday, December 20, 2024 at 9:00 a.m. and ends on Saturday, January 18, 2025 at 5:00 p.m. The Company has engaged the services of National Securities Depository Limited (“NSDL") for the purpose of providing remote e-voting facility to the members.

The Board of Directors of the Company has appointed M/s RSM & Co., Practicing Company Secretaries (Membership No. 4468) as the Scrutinizer for conducting this Postal Ballot process through remote e- voting, in a fair and transparent manner. The results of the Postal Ballot will be announced within two (2) working days from the end of the e-voting period.

You are requested to take the same on records.

Thanking you, Yours faithfully,

For Jamna Auto Industries Limited

Praveen Digitally signed by Praveen Lakhera Lakhera Date: 2024.12.10 14:42:30 +05'30' Praveen Lakhera Company Secretary & Head-Legal

Branch Off: Unit No. 408,4[th] Floor, Tower-B, Vatika Mindscapes, Sector-27D, NH2, Faridabad-121003(HR.) Tel. 0129-4006885 Regd Off: Jai Spring Road, Yamuna Nagar (Haryana)-135 001, India |

Website: www.jaispring.com | CIN: L35911HR1965PLC004485 | Email Id: [email protected] YAMUNA NAGAR | MALANPUR | CHENNAI | JAMSHEDPUR | PANTNAGAR | HOSUR | PUNE

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Jamna Auto Industries Ltd____________

POSTAL BALLOT NOTICE

NOTICE is hereby given to the members of Jamna Auto Industries Limited (the ‘Company’), that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014(“Rules”), in compliance with General Circular No(s). 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (‘MCA’) from time to time (collectively refereed as ‘MCA Circulars’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) read with various circulars issued by the SEBI from time to time ( collectively referred as ‘SEBI Circulars’) and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, and other applicable laws and regulations (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Special Resolution is being proposed for consideration by the members of the Company for passing by means of Postal Ballot by way of voting through electronic means (‘remote e-voting’)only.

In compliance with the aforesaid MCA Circulars, this Notice is being sent ONLY through electronic mode to those members only, whose e-mail addresses are registered with the Depositories/Registrar and Share Transfer Agent (‘RTA’) as on the cut-off date of Friday, December 06, 2024. If your e-mail address is not registered with the Depositories/ RTA, please follow the process provided in the notes herein below. The communication of the assent (FOR) or dissent (AGAINST) of the members would only take place through remote e-voting. The Company has engaged National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its members. Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the notes forming part of the Notice for casting of votes by remote e-voting commencing from Friday, December 20, 2024 at 9:00 a.m. and ending on Saturday, January 18, 2025 at 5:00 p.m. The remote e-voting facility will be disabled by NSDL immediately thereafter. This Notice is also displayed on the website of the Company at https://www.jaispring.com/annual-and-financial-reportfinancial.aspx?financial-year=2024-2025. Special business for passing Special Resolution by means of Postal Ballot is given below:

Special Business: Item No. 1 : Appointment of Lieutenant General Ravin Khosla (Retd) (DIN: 10824636) as an Independent Director.

To consider and approve appointment of Lieutenant General Ravin Khosla (Retd.) (DIN: 10824636) as an Independent Director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and Regulation 16, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the members of the Company be and is hereby granted for the appointment of Lieutenant General Ravin Khosla (Retd.) (DIN: 10824636) as an Independent Director of the Company for initial term of five consecutive years effective from November 14, 2024 and term of his office shall not be liable to retire by rotation”

By order of the Board of Directors For Jamna Auto Industries Limited

Date: November 14, 2024 Praveen Lakhera Place: Faridabad Company Secretary & Head-Legal

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Jamna Auto Industries Ltd____________ NOTES:

  1. The explanatory statement, pursuant to Section 102 and 110 of the Companies Act, 2013, in respect of business to be transacted as mentioned in the Postal Ballot notice, and the relevant details of the Director as required by Regulation 36(3) of the Securities and Exchange Board of India (‘SEBI’) (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘the Listing Regulations’) and as required under the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, is annexed hereto.

  2. In compliance with the provisions of Section 108 of the Act, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and provisions of Regulation 44 of the SEBI Listing Regulations, as amended, the Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to all its members.

  3. In compliance with the applicable MCA Circulars, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Depositories/Registrar and Share Transfer Agent as on the cut-off date of Friday, December 06, 2024. If your e-mail address is not registered with the Depositories/ RTA, please follow the process provided at note no. 6 to register/update your email-id.

  4. Pursuant to the MCA Circulars, physical copies of this Notice, Postal Ballot forms and pre- paid Business Reply Envelopes are not being sent to the members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

  5. Members may please note that the Notice will also be available on the Company’s website at https://www.jaispring.com/annual-and-financial-report-financial.aspx?financial-year=2024-2025, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

  6. In accordance with the MCA Circulars, the Company has made necessary arrangements for the members to register their e-mail address. Therefore, those members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below.

  7. a) Members holding shares in physical form, are requested to register/ update their email addresses by submitting the details in requisite forms with our Registrar and transfer agent, M/s Skyline Financials Services Private Limited at D-153 A, Ist Floor Okhla, Industrial Area, Phase– I, New Delhi-110020. Ph: 011-40450193 to 97; Email Id: [email protected], Website: www.skylinerta.com.

  8. b) Members holding shares in dematerialized form, are requested to register/ update their email addresses with the Depository Participants with whom the demat account is maintained.

  9. The Board of Directors of the Company has appointed M/s RSM & Co. Practicing Company Secretaries (Membership No. 4468) as the Scrutinizer for conducting this Postal Ballot process through remote e- voting, in a fair and transparent manner.

  10. Members would be able to cast their votes and convey their assent (FOR) or dissent (AGAINST) to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/ List of Beneficial Owners as on the Cut-Off Date i.e. Friday, December 06, 2024 will only be considered eligible for the purpose of e-voting. Voting rights of a member/ beneficial owner (in case of electronic shareholding) shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

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Jamna Auto Industries Ltd____________

  1. The remote e-voting period will commence on Friday, December 20, 2024 at 9:00 a.m. and ends on Saturday, January 18, 2025 at 5:00 p.m. During this period, members of the Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday, December 06, 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on the proposed resolution is cast by a member, the member shall not be allowed to change it subsequently.

  2. Members are requested to read the instructions mentioned under note no.14, to cast their votes electronically from their respective locations. Members are requested to cast their votes through the remote e-voting process not later than Saturday, January 18, 2025 at 5:00 p.m.

  3. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit their report to the Chairman of the Company or person authorized by the Chairman. The results of the Postal Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or person authorized by the Chairman within 2 working days of the conclusion of the Postal Ballot process through remote e-voting. The results along with the Scrutinizer’s Report shall also be intimated to the National Stock Exchange of India Limited (‘NSE’) and BSE Limited (‘BSE’), where the Equity Shares of the Company are listed and will be displayed on the Company’s website at https://www.jaispring.com/annual-and-financialreport-financial.aspx?financial-year=2024-2025 as well as on the website of NSDL.

  4. Relevant documents referred to in this Notice shall be available for inspection electronically until the last date of voting. Members seeking to inspect such documents may send an email to investor. [email protected].

  5. In case of any issues / queries, members may Mr. Amit Vishal, Assistant Vice President, NSDL, Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, through e-mail at [email protected] or call on 022 - 4886 7000 and 022 - 2499 7000 or to the company at [email protected].

14. THE INTRUCTIONS TO MEMBERS FOR REMOTE E-VOTING ARE AS UNDER :

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual memberss holding securities in demat mode

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, Individual memberss holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Jamna Auto Industries Ltd____________

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

Types of members Login Method Login Method
Individual
members
holding securities in
demat mode with NSDL.
A. NSDL IDeAS facility:
If you are already registered, follow the below steps:
i.
Visit the e-Services website of NSDL. Open web browser by
typing the following URL: https://eservices.nsdl.com/
either on a personal computer or on a mobile.
ii.
Once the home page of e-Services is launched, click on the
‘Beneficial Owner’ icon under ‘Login’ which is available
under ‘IDeAS’ section.
iii.
A new screen will open. You will need to enter your User ID
and Password. After successful authentication, you will be
able to see e-Voting services under Value Added Services
section.
iv.
Click on ‘Access to e-Voting’ appearing on the left-hand side
under e-Voting services and you will be able to see e-Voting
page.
v.
Click on options available against Company name or e-
Voting service provider – NSDL and you will be re-directed
to NSDL e-Voting website for casting your vote during the
remote e-Voting period.
If you are not registered, follow the below steps:
a. Option
to
register
is
available
at
https://eservices.nsdl.com;
b. Select ‘Register Online for IDeAS’ Portal or click at
https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp;
c. After getting yourself registered, please follow steps
given in above i. to v.
B. E-Voting Website Of NSDL
i.
Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a personal
computer or on a mobile phone.
ii.
Once the home page of e-Voting system is launched, click
on
the
icon
‘Login’
which
is
available
under
‘Member/Member’ section.
iii.
A new screen will open. You will need to enteryour User ID

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Jamna Auto Industries Ltd____________

  • (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • iv. After successful authentication, you will be redirected to NSDL website wherein you can see e-Voting page. Click on options available against Company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e- Voting period.

  • C. NSDL Mobile App

Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Members i. Users who have opted for CDSL Easi / Easiest, they can login holding securities in through their User id and password. Option will be made available demat mode with to reach e-Voting page without any further authentication. The CDSL users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.

ii. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

iii. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

iv. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available on www.cdslindia.com home page. 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

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Jamna Auto Industries Ltd____________

progress and also able to directly access the system of all e-Voting Service Providers.

progress and also able to directly access the system of all e-Voting
Service Providers.
Individual
Members
(holding
securities
in
demat mode) login
through their depository
participants




i.
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility.
ii.
Upon logging in, 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.
iii.
Click on Company name or e-Voting service provider i.e. NSDL
and you will be redirected to e-Voting website of NSDL for
casting your vote duringthe remote e-Voting period.

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

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

Login type Helpdesk details
Individual Members holding
securities in demat mode with
NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at
toll free no.: 022 - 4886 7000 and 022 - 2499 7000.
Individual Members holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at 1800 22 55 33.

B) Login Method for members other than Individual members holding securities in demat mode and members holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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 ‘Member/Member’ section.

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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Jamna Auto Industries Ltd____________

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL Manner of holding shares i.e. Demat (NSDL Your User ID is:
or CDSL)or Physical
a For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and
Client ID is 12
then your user ID is
IN300
12**.
b For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12** then your user ID is
12**
c For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001

Password details for members other than Individual members are given below:

  • a) If you are already registered for e-Voting, then you can use existing password to login and cast your vote.

  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • c) How to retrieve your ‘initial password’?

  • i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered.

If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/Password ” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) “ Physical User Reset Password ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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Jamna Auto Industries Ltd____________

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

  • i. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle.

  • ii. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

  • iii. Now you are ready for e-Voting as the Voting page opens.

  • iv. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  • v. Upon confirmation, the message “Vote cast successfully” will be displayed.

  • vi. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • vii. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for members

  1. Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional members (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “ Upload Board Resolution / Authority Letter ” displayed under “e-Voting” tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

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Jamna Auto Industries Ltd____________

  1. In case of any queries/grievances pertaining to remote e-Voting, you may refer the Frequently Asked Questions (‘FAQs’) for Members and e-Voting user manual for Members available at the ‘Download’ section of NSDL at www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or contact Mr. Amit Vishal, Deputy Vice President-NSDL or Ms. Pallavi Mhatre, Senior Manager–NSDL at their designated e-mail addresses: [email protected] or [email protected]. The postal address of NSDL is 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400 051.

Process for those members whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), and AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual member holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual members holding securities in demat mode.

  3. Alternatively member/members may send a request to [email protected] for procuring user id and password for e-Voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.

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Jamna Auto Industries Ltd____________ Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 and SEBI Listing Regulations

Item No. 1

The Board of Directors in their meeting held on November 14, 2024, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Lieutenant General Ravin Khosla (Retd.) (DIN: 10824636) as Non- Executive Independent Director not liable to retire by rotation, to hold the office for the period of five consecutive years with effect from November 14th, 2024 until November 13th, 2029, subject to the approval of the members of the Company by way of Special Resolution. Lt. General Ravin Khosla (Retd) (DIN: 10824636) has also been appointed as an Additional Director with effect from November 14, 2024. The Company has received a notice in writing in terms of Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director. He has also submitted a declaration that he meets the criteria of independence as provided in Section 149 of the Act and Regulation 16 of the Listing Regulations.

Lt. Gen Ravin Khosla (Retd.) is retired as Deputy Chief of Army Staff from Indian Army and has served more than 3 decades at various key positions throughout his career, contributing significantly to the Indian Military. He has a strong academic background, holding an honors degree in Economics from the University of Delhi, Master of Science in defence and Strategic studies from Madras University, Chennai, Master of Philosophy in defence and Strategic studies from Madras University, Chennai and Master of Philosophy in defence and Management from Devi Ahilya Bai University, Indore. Additionally, he has completed the Independent Directors Course at the Indian Institute of Management (IIM) Mumbai. Apart from being involved in crucial missions he has played a vital role in shaping defence policies and also represented the United Nations in Democratic Republic of Congo and led the International Cooperation Branch of the Army

He has been honored with several prestigious awards during his tenure in the Indian Army, reflecting his dedication. The awards includes:

  • i. Param Vishisht Seva Medal, ii. Uttam Yudh Seva Medal, iii. Ati Vishisht Seva Medal, iv. Sena Medal, v. Vishisht Seva Medal.

He is currently serving as a consultant with a non-governmental organization (NGO) and holding a position on the Board of Governors at Welham Boys School in Dehra Dun.

Lt. Gen Ravin Khosla (Retd.) possesses the following the skills / expertise/ competencies for the role of an Independent Director, as identified by the Nomination and Remuneration Committee:

  • i. Financial Literacy ii. Strategic Planning/Strategic Development iii. Risk Management

Considering his knowledge and experience, the Board is of the opinion that appointment of Lt. Gen Ravin Khosla (Retd.) on the Board of Directors would be beneficial for the Company, therefore the Board recommends the appointment of Lt. Gen Ravin Khosla (Retd.) as an Independent Director for the initial term of 5 year with effect from November 14th, 2024. Brief profile of Lt. Gen Ravin Khosla (Retd.) as required under the Act, SEBI Listing Regulations and Secretarial Standard-2 is annexed with this notice.

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Jamna Auto Industries Ltd____________

None of the Directors or any Key Managerial Personnel of the Company or their relatives except Lt. Gen Ravin Khosla (Retd.), are in any way interested or concerned, financially or otherwise, in the said resolution. The Board recommends the Special Resolution for approval of the members.

By order of the Board of Directors For Jamna Auto Industries Limited

Date: November 14, 2024 Praveen Lakhera Place: Faridabad Company Secretary & Head-Legal

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Jamna Auto Industries Ltd____________

Details of Director seeking appointment (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 issued by Institute of Company Secretaries of India

1 Name Lieutenant General Ravin Khosla(Retd.)
2 Director’s Identification Number(DIN) 10824636
3 Age 61 Years
4 Qualifications Lt. Gen Ravin Khosla (Retd.) holds an honors degree
in Economics from the University of Delhi, Master of
Science and a Master of Philosophy in Defense Studies
from Madras University, Chennai, as well as a second
Master of Philosophy from Devi Ahilya Bai University,
Indore. He has also completed the Independent
Directors Course at the Indian Institute of Management
(IIM)Mumbai.
5 Date of Appointment on the Board November 14,2024
6 Experience/Nature of Expertise in
Specific Functional Area
Lt. Gen Ravin Khosla (Retd.) is retired as Deputy Chief
of Army Staff from Indian Army and has served more
than 3 decades at various key positions throughout his
career. He has represented the United Nations in
Democratic Republic of Congo and led the
International Cooperation Branch of the Army. He is
currently serving as a consultant with a non-
governmental organization (NGO) and holding a
position on the Board of Governors at Welham Boys
School in Dehra Dun.
7 List of Directorships held in other
Companies
Nil
8 Chairmanship/ membership of Committees
of otherpublic companies
Nil
9 Shareholding in the Company including
shareholding as a beneficial owner as on
date of Postal Ballot Notice
Nil
10 Relationship with other Directors/ Key
Managerial Personnel
-
11 Last SalaryDrawn(in Rs.) Not Applicable
12 Details of Proposed Remuneration Lt. Gen Ravin Khosla (Retd.) will be paid sitting fee for
attending the meetings of the Board of Directors and
Board Committees.
13 Terms and conditions of appointment Lt. Gen Ravin Khosla (Retd.) is proposed to be
appointed as an Independent Director, not liable to
retire by rotation, to hold office for a period of five
consecutive years, with effect from November 14th,
2024 to November 13th,2029.
14 Number of meetings of the Board attended
duringthe financialyear 2024-25
Board meeting held on November 14, 2024.
15 Listed companies from which he has
resigned in thepast threeyears
Nil

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