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Jindal Worldwide Ltd. Proxy Solicitation & Information Statement 2024

Mar 8, 2024

60781_rns_2024-03-08_d1f8a87b-2345-412d-aa63-556bbad9123d.pdf

Proxy Solicitation & Information Statement

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March 08, 2024

To, National Stock Exchange of India Limited Exchange Plaza Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: JINDWORLD

To, BSE Limited Listing Department Phiroz Jeejeebhoy Tower, 25[th] Floor, Dalal Street, Mumbai - 400 001 Security Code: 531543

Ref.: Company ISIN: INE247D01039

Dear Sir/Madam,

SUBJECT: SUBMISSION OF POSTAL BALLOT NOTICE

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated February 28, 2024, together with Explanatory Statement which is being sent to the members for seeking their approval on the following resolutions through remote e-voting process:

Sr. No. Resolution Particulars of Resolution
1 Special
Resolution
Appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) as Non-Executive
Independent Director of the Company
2 Special
Resolution
Appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Non-Executive
Independent Director of the Company

In compliance with the MCA & SEBI circulars, physical copies of the Notice, postal ballot forms and pre-paid business envelopes are not sent to Members for this Postal Ballot process. Notice is being sent in electronic form only.

The remote e-voting period will commence on Monday, March 11, 2024 at 9:00 A.M. (IST) and will end on Tuesday, April 09, 2024 at 5:00 P.M. (IST) . During this period, Members of the Company holding shares, as on the cut-off date i.e. Friday, February 23, 2024, may cast their vote electronically. The instructions for e-voting are mentioned in the Notice enclosed herewith.

You are requested to take note of the above.

Thanking you.

Yours faithfully,

For Jindal Worldwide Limited

CHETNA Digitally signed by CHETNA PRABHATKU PRABHATKUMAR MAR DHARAJIYA Date: 2024.03.08 DHARAJIYA 19:18:12 +05'30'

Chetna Dharajiya Company Secretary & Compliance Officer

Encl.: As above

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JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s)

Notice is hereby given pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), read with the General Circular No. 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, 3/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 along with other relevant General Circulars issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter referred to as “MCA Circulars”) from time to time, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, notifications, and regulations, as amended from time to time (including any statutory modification(s) or reenactment thereof for the time being in force), to transact the items of special business, as set out in the Postal Ballot Notice, proposed to be approved by the Members of Jindal Worldwide Limited (the “Company”) through remote e-voting (the “evoting”) process i.e. voting through electronics means.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

The Board of Directors of the Company at their meeting held on February 13, 2024, has approved the appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) and Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Additional Directors, designated as Non-Executive Independent Directors on the Board of the Company for the first term of two (2) consecutive years. Further the Board vide circular resolution has approved this Notice along with Explanatory Statement thereto on February 28, 2024.

In compliance with Regulation 44 of the Listing Regulations, SS-2 and pursuant to provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. The Company has engaged Central Depository Services (India) Limited (‘CDSL’), an Authorised Agency, to provide remote e-voting facility to its Members. The procedure for remote e-voting is provided in this Postal Ballot Notice.

In accordance with the requirements of MCA Circulars, the Company will send Postal Ballot Notice by email only to those members who have registered their email addresses with the Company or Depository/Depository Participants and the communication of assent/dissent of the members will take place only through the remote e-voting system. Hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members. Further those Members who have not yet registered their e-mail address are requested to register the same by following the

1|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

procedure set out in the Notes to the Postal Ballot Notice. Members who have already registered their e-mail address are requested to keep their e-mail address validated with the Company/RTA/Depository Participants to enable servicing of documents electronically to their e-mail address.

Pursuant to Rule 22(5) of the Rules, the Board of Directors through circular resolution has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad (Membership Number: F3544; COP Number: 2356) as the Scrutinizer to conduct the Postal Ballot process (remote e-voting process) in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman or any other Authorised Person of the Company and the results of the e-voting by Postal Ballot will be announced on or before Thursday, April 11, 2024 at the Registered Office of the Company at “Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad – 380015.

The results declared along with Scrutinizer’s report shall be communicated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed, and same will be uploaded on the Company’s website www.jindaltextiles.com.

Members are requested to carefully read the instructions mentioned under 'General Instructions’ and related process on e- voting in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 05:00 p.m. (IST) on Tuesday, April 09, 2024, failing which it will be considered that no reply has been received from the Member. The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e. Tuesday, April 09, 2024.

SPECIAL BUSINESSES:

Item No. 1:

Appointment of Ms. Deepa Kunal Maniar (DIN: 08583933) as Non-Executive Independent Director of the Company

To consider, and if thought fit, to pass the following as Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and relevant Rules of the Companies (Appointment and Qualification of Directors) Rules, 2014 and in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification, amendment, substitution or re-enactment for the time being in force), the Articles of Association of the Company, based on the recommendation of the Nomination & Remuneration Committee (“NRC”) and the approval of the Board of Directors (“Board”), Ms. Deepa Kunal Maniar (DIN: 08583933 ) , who was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from February 13, 2024, who meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as a Non-Executive Independent Director of the Company for the period of first term of two (2) consecutive years with effect from February 13, 2024 and that she shall not be liable to retire by rotation.”

2|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to the Board of Directors (which term shall include its duly empowered Committee(s) constituted/to be constituted by it to exercise its powers including the powers conferred by this resolution) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

Item No. 2:

Appointment of Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as Non-Executive Independent Director of the Company

To consider, and if thought fit, to pass the following as Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and relevant Rules of the Companies (Appointment and Qualification of Directors) Rules, 2014 and in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification, amendment, substitution or re-enactment for the time being in force), the Articles of Association of the Company, based on the recommendation of the Nomination & Remuneration Committee (“NRC”) and the approval of the Board of Directors (“Board”), Mr. Vinodkumar Bhanwer Singh (DIN: 10454743), who was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from February 13, 2024, who meets the criteria of independence under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as a Non-Executive Independent Director of the Company for the period of first term of two (2) consecutive years with effect from February 13, 2024 and that he shall not be liable to retire by rotation.”

RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to the Board of Directors (which term shall include its duly empowered Committee(s) constituted/to be constituted by it to exercise its powers including the powers conferred by this resolution) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection to give effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.”

For and on behalf of Board of Directors Jindal Worldwide Limited Sd/Dr. Yamunadutt Agrawal Chairman & Director DIN: 00243192

Date: February 28, 2024 Place: Ahmedabad

3|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Registered Office & Corporate Office:

“Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft. Ring Road, Satellite, Ahmedabad – 380015, Gujarat Phone: +91-79-71001500 Website: www.jindaltextiles.com Email Id: [email protected] CIN: L17110GJ1986PLC008942

NOTES:

  1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any, of the Act read with the rules framed thereunder concerning the special business in respect of item nos. 1 & 2 as set out above is annexed hereto and forms part of this Notice. Details in terms of Regulation 36(3) of the Listing Regulations forms part of the Explanatory Statement forming part of this Notice.

  2. In compliance with the MCA Circulars and the Listing Regulations, the Postal Ballot Notice along with the instructions regarding remote e-voting is being sent by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited (‘CDSL’) as on Friday, February 23, 2024, (the 'cut-off date') and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Cameo Corporate Services Limited (“RTA”). In accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars, cut-off date is for determining the eligibility to vote by electronic means. A person who is not a member as on the cut-off date or who becomes a member of the Company after the cut-off date should treat this Notice for information purpose only.

  3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e- voting system only.

  4. In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

4|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

  1. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e- voting notice could not be serviced, may get their e-mail address registered with the Company’s RTA, Cameo Corporate Services Limited, by sending an email at [email protected]. Post successful registration of the e- mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to [email protected].

  2. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on Friday, February 23, 2024, being the cut-off date for the purpose. The shareholders of the Company holding shares either in dematerialized or in physical form, as on the cut-off date, can cast their vote electronically.

  3. The remote e-voting period will commence on Monday, March 11, 2024 (9:00 hours IST) and will end on Tuesday, April 09, 2024, (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. Friday, February 23, 2024, may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter and the voting shall not be allowed beyond the said date and time.

  4. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

  5. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]

  6. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

  7. The proposed resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been duly passed on the last date of e-voting i.e. Tuesday, April 09, 2024. A member cannot exercise his vote by proxy on Postal Ballot. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

  8. As required by Rules 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Gujarat (in vernacular language, i.e. Gujarati).

5|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

  1. All the documents referred to in the explanatory statement will be available for inspection electronically on all working days from the date of dispatch until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to [email protected].

  2. This Notice shall also be available on the website of the Company at www.jindaltextiles.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively and on the website of Central Depository Services (India) Limited at www.evotingindia.com.

  3. Further the results of postal ballot along with Scrutinizer’s Report will be declared on or before Thursday, April 11, 2024 and displayed on the website of the Company at www.jindaltextiles.com, on the website of CDSL at www.evotingindia.com and also on the Stock Exchanges (the “NSE & BSE”) where the equity shares of the Company are listed.

  4. As per Securities and Exchange Board of India (SEBI) Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories. With the said changes which came into effect from April 1, 2019, Equity Shares of the Company shall be eligible for transfer only in dematerialized form. Therefore, the Members are requested to take action to dematerialize their physical Equity Shares of the Company promptly.

  5. The Company has designated Email Id: [email protected] for redressal of shareholders’/ Investors complaints / grievances. In case shareholders have any queries / complaints / grievances, they may write at [email protected] / [email protected] from their registered e-mail Id mentioning their names and folio numbers / demat account numbers.

Information on Online Dispute Resolution (SMART ODR)

SEBI, vide circulars dated July 31, 2023, August 04, 2023, September 20, 2023, December 01, 2023 and December 20, 2023 has introduced Securities Market Approach for Resolution through Online Dispute Resolution (SMART ODR) Portal. This platform is designed to enhance investor grievance redressal by enabling investor to access online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. The SMART ODR Portal allows investors with additional mechanism to resolve the grievances and the same can be accessed at https://smartodr.in/. The said circulars and link to access SMART ODR portal are hosted on the website of the Company under Investor Section. Shareholders could avail ODR mechanism only if resolution provided by the Company/RTA and SCORES platform of the SEBI are not satisfactory.

6|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

GENERAL INSTRUCTIONS

In terms of the SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mail Id in their demat accounts in order to access e-voting facility. Pursuant to above said SEBI Circular, Login method for e-voting for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual Shareholders holding
securities in Demat mode with
CDSL
Users who have opted for CDSL’s Easi / Easiest facility, can login through their existing
user id and password. Option will be made available to reach e-voting page without any
further authentication. The users to login to Easi / Easiest are requested visit CDSL
website www.cdslindia.com and click on login icon & New System Myeasi Tab and then
useyour existingmyeasi username &password.
After successful login the Easi / Easiest user will be able to see the e-voting Menu.
On clicking the e-voting menu, the user will be able to see his/her holdings along with
links of the respective e-voting service provider i.e. CDSL/ NSDL/ KARVY/LINK INTIME
as per information provided by Issuer / Company. Additionally, we are providing links
to e-voting Service Providers, so that the user can visit the e-voting service providers’
site directly.
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.
Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from an e-Voting link in www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile & e-mail as
recorded in the demat Account. After successful authentication, user will be able to see
the e-Voting option where the e-Voting is in progress and also able to directly access
the system of all e-VotingService Providers.
Individual Shareholders holding
securities in Demat mode with
NSDL
If you are already registered for NSDL IDeAS facility, please visit the e-Services website
of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com
either on a Personal Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see e-voting services.
Click on “Access to e-voting” under e-voting services and you will be able to see e-voting
page. Click on company name or e- Voting service provider name and you will be re-
directed to e-voting service provider website for casting your vote during the e-voting
period.
If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com/. Select “Register Online for IDeAS” Portal or click at

7|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the e-voting period. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider’s website for casting your vote during the e-voting period.

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

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

Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode withCDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request at [email protected] or contact at +91-22
23058738 and +91-22-23058542-43
Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request at [email protected] or call at toll free no.: 1800 1020990
and 1800 22 44 30

Voting Process and other instructions regarding remote e-voting for shareholders other than individual shareholders holding shares in Physical and Demat form:

Section A: Voting Process

The Members should follow the following steps to cast their votes electronically:

Step1: Open your web browser during the voting period and log on to the e-voting website: https://www.evotingindia.com/

Step 2: Click on “Shareholders” to cast your vote(s)

8|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Step 3: Please enter User ID –

  • i. For account holders in CDSL: Your 16 digits beneficiary ID ii. For account holders in NSDL: Your 8 Character DP ID followed by 8 digits Client ID iii. Members holding shares in Physical Form should enter Folio Number registered with the Company

  • Step 4: Enter the Image Verification as displayed and click on “LOGIN”

  • Step 5: If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e- voting of any company, then your existing password is to be used.

  • Step 6: Follow the steps given below if you are:

  • 6.1 holding shares in physical form or holding shares in demat form and are a first time user: PAN - Enter your 10 digit alpha-numeric PAN* issued by Income Tax Department (applicable for both demat Members as well as physical Members)

*Members who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number which is mentioned in the covering E-mail

DOB# - Enter the Date of Birth (DOB) as recorded in your demat account or registered with the Company for the said demat account or folio in dd/mm/yyyy format

  • Dividend Bank for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details Details# (account number) as recorded in your demat account or registered with the Company for the said demat account or folio

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned above.

After entering these details appropriately, click on “SUBMIT” tab.

For Physical holding:

Members holding shares in physical form will then directly reach the Company selection screen. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. 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.

Click on the EVSN of the Company i.e. 240307007 to vote.

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 for casting your vote. The option “YES” implies that you assent to the resolution and option “NO” implies that you dissent to the resolution.

9|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

==> picture [149 x 53] intentionally omitted <==

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Click on “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

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.

Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. You can also take print- out of the voting done by you by clicking on “CLICK HERE TO PRINT” option on the voting page.

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.

Members can also cast their vote using CDSL’s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

Section B: Other instructions regarding remote e-voting:

  • i. Non-Individual Members (i.e. Members other than Individuals, HUF, NRI, Custodian etc.) are additionally requested to note and follow the instructions mentioned below, if they are first time user.

  • ii. Non-Individual Members and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates.

  • iii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

After receiving the login details, the Compliance User would be able to link the account(s) for which user wishes to vote on. The list of accounts linked in the login should be e-mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

Non-Individual Members (i.e. Members other than Individuals, HUF, NRI, etc.) are required to upload the following in PDF format in the system for the scrutiniser to verify the same:

  • a) Copy of the Board Resolution (where institution itself is voting);

  • b) Power of Attorney (PoA) issued in favour of the Custodian (if PoA is not uploaded earlier) as well as Board Resolution of Custodian.

Members holding shares under multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

10|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e- voting manual available at www.evotingindia.com under help section or call on +91-22- 23058542 or +91-22-23058543 during business hours or write an email to [email protected]

Any person, who acquires shares of the Company and become Member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. Friday, February 23, 2024 may obtain the login ID and password by sending a request at [email protected] or Share Transfer Agent’s Email Id at [email protected]

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an Email to [email protected] or call on +91-2223058542 or +91-22-23058543 during business hours.

The Postal Ballot Notice has been made available on the Company's website at www.jindaltextiles.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively and on the website of Central Depository Services (India) Limited at www.evotingindia.com

Investor Grievance Redressal:- The Company has designated an Email Id [email protected] to enable investors to register their complaints, if any.

Those Members whose Email Id are not registered can get their E-mail Id registered as follows:

  • a) Members holding shares in demat form can get their Email Id registered / updated by contacting their respective Depository Participant (DP).

  • b) Members holding shares in the physical form can get their e-mail Id registered by contacting our Registrar & Share Transfer Agent “Cameo Corporate Services Limited” ("RTA") on their E-mail Id [email protected] or by sending the duly filled in e-communication registration form, available on Company’s website at www.jindaltextiles.com, to the RTA on their E-mail Id [email protected]

  • c) Members can also get their E-mail Id and other details registered by following the steps as mentioned on the website of the Company at www.jindaltextiles.com.

Contact Details:

Company JINDAL WORLDWIDE LIMITED
“Jindal House”, Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite,
Ahmedabad – 380015, Gujarat
Phone: +91-79-71001500
Email Id: [email protected]
Website: www.jindaltextiles.com
E-Voting Agency CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED
Email Id: [email protected]
Name: Mr. Rakesh Dalvi
Contact No.: Toll Free No. 1800 22 55 33

11|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

==> picture [149 x 53] intentionally omitted <==

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Address: 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
Registrar &
Share Transfer
Agent
CAMEO CORPORATE SERVICES LIMITED
Subramanian Building, No. 1, Club House Road Chennai 600002
Phone: 044- 28460390
Email Id: [email protected]
Scrutinizer M/s. SPANJ & ASSOCIATES,
Company Secretaries, Ahmedabad
Email Id: [email protected]

Encl.: As above

12|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH REGULATION 17 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) - REGULATIONS, 2015 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE ENACTMENT THEREOF, FOR THE TIME BEING IN FORCE)

Item No. 1

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Deepa Kunal Maniar (DIN: 08583933) as an Additional Director in the category of Non-Executive Independent Director with effect from February 13, 2024. In terms of Regulation 17(1C) of Listing Regulations, a listed entity shall ensure that the approval of Shareholders for appointment or re-appointment of a person on the Board of Directors has to be taken either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

As required under Section 160 of the Act, the Company has received a notice in writing from a member signifying the intention to propose the appointment of Ms. Deepa Kunal Maniar as a Director.

As per the provision of Section 149(13) read with explanation to Section 152(6) of the Act, the period of office of Independent Director will not be liable to determination by retirement of directors by rotation.

The resolution contained in Item no. 1 of the accompanying Notice, accordingly, seeks members’ approval for appointment of Ms. Deepa Kunal Maniar as an Independent Director on the Board of the Company on the terms and conditions as specified in the letter of appointment.

The Nomination and Remuneration Committee has reviewed the capabilities of Ms. Deepa Kunal Maniar vis-a-vis the role and capabilities required as decided by the Committee based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Ms. Deepa Kunal Maniar as an Independent Director, for a first term of two (2) consecutive years effective from February 13, 2024. In the opinion of Nomination and Remuneration Committee and the Board, she possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company.

In the opinion of the Board, Ms. Deepa Kunal Maniar is eligible and fulfills all the conditions of independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and she is not related to any of the other Directors or Key Managerial Personnel of the Company in any way and in the opinion of the Board of Directors, she is independent of management.

Ms. Deepa Kunal Maniar has given her consent to act as the Director of the Company. Also, as per the confirmations received from her, she is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. She has also confirmed that she is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such authority.

13|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

==> picture [149 x 53] intentionally omitted <==

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

The Board was satisfied that the appointment of Ms. Deepa Kunal Maniar is justified because of her knowledge, experience and expertise in banking and finance sector, brief details of the same are given under the below profile of Ms. Deepa Kunal Maniar.

Brief profile of Ms. Deepa Kunal Maniar:

Ms. Deepa Kunal Maniar, aged 39 years, is a qualified Chartered Accountant and holds MBA (PBDBA) from Symbiosis University, M.Com. in Finance from M.S. University, Vadodara. Further, she holds Diploma Course in Moody’s Certificate and undertook the General Management & Communication Skill (GMCS) training organized by the Institute of Chartered Accountants of India.

She has over 12+ years of experience in the areas of Banking/Finance, Consultancy & Accounts and has extensive experience in Banking Industry including appraisal and legal compliance and have excellent appraisal Management Skills including liaison with different agencies and companies. She is a result-oriented change agent with a keen ability to understand, adapt and successfully lead in different sectors.

She also worked as Vice President and Analyst (Mid Corporate Group) in State Bank of India and Senior Associate – IBG 4 in DBS Bank India Limited.

The Company has received disclosures from Ms. Deepa Kunal Maniar, as required under the Listing Regulations and Secretarial Standards.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India pertaining of her qualification, brief resume, area of expertise and other details are set out in the Annexure-1 attached to this Notice.

The Board of Directors recommends the Special Resolution set out at Item No. 1 of the Notice for approval of the members.

Except, Ms. Deepa Kunal Maniar, none of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, in the resolution set out at Item No. 1 of the Notice.

Item No. 2

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Vinodkumar Bhanwer Singh (DIN: 10454743) as an Additional Director in the category of Non-Executive Independent Director with effect from February 13, 2024. In terms of the Regulation 17(1C) of the Listing Regulations, a listed entity shall ensure that the approval of Shareholders for appointment or re-appointment of a person on the Board of Directors has to be taken either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

As required under Section 160 of the Act, the Company has received a notice in writing from a member signifying the intention to propose the appointment of Mr. Vinodkumar Bhanwer Singh as a Director.

14|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

As per the provision of Section 149(13) read with explanation to Section 152(6) of the Act, the period of office of Independent Director will not be liable to determination by retirement of directors by rotation.

The resolution contained in Item no. 2 of the accompanying Notice, accordingly, seeks members’ approval for appointment of Mr. Vinodkumar Bhanwer Singh as an Independent Director on the Board of the Company on the terms and conditions as specified in the letter of appointment.

The Nomination and Remuneration Committee has reviewed the capabilities of Mr. Vinodkumar Bhanwer Singh vis-a-vis the role and capabilities required as decided by the Committee based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Mr. Vinodkumar Bhanwer Singh as an Independent Director, for a first term of two (2) consecutive years effective from February 13, 2024. In the opinion of Nomination and Remuneration Committee and the Board, he possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company.

In the opinion of the Board, Mr. Vinodkumar Bhanwer Singh is eligible and fulfills all the conditions of independence specified in the Act, the Rules made thereunder and the Listing Regulations and such other laws / regulations for the time being in force, to the extent applicable to the Company and he is not related to any of the other Directors or Key Managerial Personnel of the Company in any way and in the opinion of the Board of Directors, he is independent of management.

Mr. Vinodkumar Bhanwer Singh has given his consent to act as the Director of the Company. Also, as per the confirmations received from him, he is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013 (the “Act”). He has also confirmed that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI or any such authority.

The Board was satisfied that the appointment of Mr. Vinodkumar Bhanwer Singh is justified because of his knowledge, experience and expertise in banking, corporate credit and trade finance sector, brief details of the same are given under the below profile of Mr. Vinodkumar Bhanwer Singh.

Brief profile of Mr. Vinodkumar Bhanwer Singh:

Mr. Vinodkumar Bhanwer Singh, aged 60 years, possess M. Com. (ABST) degree from Rajasthan University. During his services in SBI, he has cleared both parts of CAIIB examination, highest banking examination, held by the Indian Institute of Bankers. Mr. Vinodkumar Bhanwer Singh also holds Moody’s Analytics Certificate in Commercial Credit and other various online certificate courses related to Credit, Leadership, KYC, AML etc.

Mr. Vinodkumar Bhanwer Singh is well qualified and performance driven Banking Professional with more than 30 years of successful experience. His areas of expertise, inter alia, includes Credit appraisal, Assessment, Delivery and Supervision of Corporate Credit and Trade Finance solutions and others.

The Company has received disclosures from Mr. Vinodkumar Bhanwer Singh, as required under the Listing Regulations and Secretarial Standards.

  • 15|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

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CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India pertaining of his qualification, brief resume, area of expertise and other details are set out in the Annexure-1 attached to this Notice.

The Board of Directors recommends the Special Resolution set out at Item No. 2 of the Notice for approval of the members.

Except, Mr. Vinodkumar Bhanwer Singh, none of the Directors, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, in the resolution set out at Item No. 2 of the Notice.

Annexure-1

Brief resume of person proposed to be appointed as Director of the Company

Name of the Director Ms. Deepa Kunal Maniar Mr. Vinodkumar Bhanwer Singh
Directors Identification Number (DIN) 08583933 10454743
Date of Birth (Age) July 20, 1984 November 16, 1963
Nationality Indian Indian
Date of Appointment February 13, 2024 February 13, 2024
Qualification Chartered Accountant, MBA (PBDBA)
from Symbiosis University, M.Com. in
Finance
from
M.S.
University,
Vadodara
and
Diploma
Course
in
Moody’s Certificate
M.Com. (ABST) degree from Rajasthan
University, Moody’s Analytics Certificate
in Commercial Credit and other various
online
certificate
courses
related
to
Credit, Leadership, KYC, AML etc.
Nature
of
expertise
in
specific
functional areas
As per the resolution at Item no. 1 of
this notice read with the explanatory
statement thereto
As per the resolution at Item no. 2 of this
notice
read
with
the
explanatory
statement thereto
Brief Resume As per the resolution at Item no. 1 of
this notice read with the explanatory
statement thereto
As per the resolution at Item no. 2 of this
notice
read
with
the
explanatory
statement thereto
Name of other companies in which
holds directorship
Nil Nil

16|Postal Ballot Notice

JINDAL WORLDWIDE LIMITED

==> picture [149 x 53] intentionally omitted <==

CIN: L17110GJ1986PLC008942

Registered Office & Corporate Office: "Jindal House", Opp. D-mart, I.O.C. Petrol Pump Lane, Shivranjani Shyamal 132 Ft Ring Road, Satellite, Ahmedabad – 380015, Gujarat;

Phone: +91-79-71001500; Website: www.jindaltextiles.com; Email Id: [email protected]

Name
of
the
companies
in
the
committees
of
which
also
holds
membership/ chairmanship
Nil Nil
Names of listed companies from
which resigned/ceased in the past
three years
Nil Nil
Terms
and
conditions
for
appointment and reappointment
Appointment as Independent Director
for first term of two consecutive years
Appointment as Independent Director for
first term of two consecutive years
Remuneration last drawn Not Applicable Not Applicable
Remuneration proposed to be paid Remuneration as per the provisions of
the Companies Act, 2013 and the SEBI
(Listing
Obligations
and
Disclosure
Requirements) Regulations, 2015
Remuneration as per the provisions of
the Companies Act, 2013 and the SEBI
(Listing
Obligations
and
Disclosure
Requirements) Regulations, 2015
Shareholding in the Company Nil Nil
Relationship with other directors,
Manager, Key Managerial Personnel
of the Company
None None
No. of Board meetings attended
during the year
Nil Nil
Skills and capabilities required for the
role and the manner in which Director
meets such requirements
As per the resolution at Item no. 1 of
this notice read with the explanatory
statement thereto
As per the resolution at Item no. 2 of this
notice
read
with
the
explanatory
statement thereto

17|Postal Ballot Notice