JOHN COCKERILL INDIA LIMITED — Proxy Solicitation & Information Statement 2020

Feb 17, 2020

Ref.: CMIFPE/BSE/2019-20 Date: February 17, 2020

To The Secretary, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Sh·eet, Mumbai - 400 001

Dear Sir,

Sub : Re¥Ulation 30 (Disclosure of events or information) - SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Approval of members of the Company through Postal Ballot/e-voting

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, please find enclosed herewith Notice of Postal Ballot seeking approval of the members of the Company on the following:

• 1. Change of name of the Company from CMI FPE Limited to "John Cockerill India Limited" and consequent amendment to the Memorandum of Association and Articles of Association of the Company.
• 1. Alteration / adoption of new set of Articles of Association of the Company as per the provisions of Companies Act, 2013.

F ur tl 1er, p ease fdbl m eow . tl 1e sc 1 1e d u l e o f even t s for pos tlbllt a a o :

Sr. No.	Activity	Date
1.	Cut-off date/ Benpos for sending notice to the members	February 7, 2020
2.	Voting start date	February 17, 2020
3.	Voting end date	March 17, 2020
4.	Declaration of results	March 19, 2020

Kindly take the same on record and acknowledge the receipt.

Thanking you,

Hare Company Secretary

Encl : as above

Cockerill Maintenance &. lngenierie

CMI FPE LTD. Mehta House · 64, Road No. 13, MIDC, Andheri (E), Mumbai • 400 093. India GIN :L99999MH1 986PLCO39921

Tel. :+91 22 6676 2727 Fax : +91 22 6676 2737 / 38 www.cmifpe.com

A-84 • 2/3, MIDC Industrial Area, Taloja • 41 0 208, Dist. Raigad, Maharashtra, India. T: +91 22 6673 1500 / F:+91 22 2741 0664 Village Hedavali, Tai. Sudhagadh, Dist. Raigad • 41 0 205

CMI FPE LIMITED

CIN.: L99999MH1986PLC039921

Registered Office: Mehta House, Plot No. 64, Road No. 13, MIDC, Andheri (East), Mumbai 400093

Tel.: 022-66762727 |Fax: 022-66762737-38 | Email: investors@cmifpe.com | Website: www.cmifpe.com

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s), re-enactment(s), clarifications or substitutions thereof for the time being in force), for seeking the consent of the members, to pass the proposed resolutions mentioned below as Special Resolutions through Postal Ballot including by way of Electronic Voting. The proposed resolutions and the explanatory statement pertaining to the said resolutions, pursuant to Section 102(1) of the Act setting out the material facts to enable the members to understand the meaning, scope and implications of the item of business and to take decision thereon, is appended herewith for your consideration along with a 'Postal Ballot Form' and self-addressed postage pre-paid Business Reply Envelope.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 108 of the Act read with the Rules, CMI FPE Limited ("the Company") is pleased to provide electronic voting ("e-voting") facility as an alternative to its members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Forms by post.

The resolutions for the purpose as stated herein below are proposed to be passed by Postal Ballot :

SPECIAL BUSINESS

1. Change of name of the Company from CMI FPE Limited to "John Cockerill India Limited" and consequent amendment to the Memorandum of Association and Articles of Association of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 4, 5, 13, 14 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the applicable Rules and Regulations framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), any other applicable law(s), regulation(s), guideline(s), the provisions of the Memorandum and Articles of Association of the Company and subject to the approvals, consents, sanctions and permissions of Central Government / Stock Exchange / appropriate regulatory and statutory authorities / departments as may be necessary, the consent of the members of the Company be and is hereby accorded for change of name of the Company from "CMI FPE Limited" to "John Cockerill India Limited".

RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company relating to the name of the Company be and is hereby altered as under :

I. The name of the Company is John Cockerill India Limited.

RESOLVED FURTHER THAT upon issuance of fresh Certificate of Incorporation by the concerned Registrar of Companies consequent upon change of name, the old name "CMI FPE Limited" be substituted with the new name "John Cockerill India Limited" in the Memorandum and Articles of Association of the Company, other necessary documents and at all other places wherever appearing.

RESOLVED FURTHER THAT the Managing Director, Chief Financial Officer and the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters and things as may be required or deemed necessary or incidental thereto including signing and filing all the e-forms and other documents with the statutory authorities and to execute all such deeds, documents, drafts, amendments, agreements and writings as may be necessary for and on behalf of the Company and to settle and finalise all issues that may arise in this regard in order to give effect to the above mentioned resolution and to delegate all or any of the powers conferred herein as they may deem fit."

2. Alteration / Adoption of new set of Articles of Association of the Company as per Companies Act, 2013

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

"RESOLVED THAT pursuant to the provisions of Section 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the applicable Rules and Regulations framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), any other applicable law(s), regulation(s), guideline(s), the new set of Articles of Association (as prescribed under Table F of the Companies Act, 2013) of the Company be and are hereby approved, adopted and substituted in place of existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Managing Director, Chief Financial Officer and the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters and things as may be required or deemed necessary or incidental thereto including signing and filing all the e-forms and other documents with the statutory authorities and to execute all such deeds, documents, drafts, amendments, agreements and writings as may be necessary for and on behalf of the Company and to settle and finalise all issues that may arise in this regard in order to give effect to the above mentioned resolution and to delegate all or any of the powers conferred herein as they may deem fit."

NOTES

• 1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and the Secretarial Standard on General Meetings ("SS 2") setting out all the material facts and reasons for the aforesaid Special Business is annexed hereto.
• 1. The Postal Ballot Notice along with the Postal Ballot Form is being sent to all the members of the Company, whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL) as on February 7, 2020 (cut-off date) and the voting rights shall also be reckoned on the paid-up value of the shares registered in the name of the member(s) as on the said cut-off date.
• 1. The Postal Ballot Notice is being sent by email to those members who have registered their email address with their depository participants (in case of shares held in demat form) or with the Company's Registrar & Share Transfer Agent (in case of shares held in physical form). For members whose email IDs are not registered, physical copies of Postal Ballot Notice and Form are being sent by permitted mode along with a postage-prepaid self-addressed Business Reply Envelope (BRE).
• 1. Only a member holding shares as on the cut-off date is entitled to exercise his / her vote through e-voting / postal ballot and send it to the Scrutinizer at the address as mentioned in the BRE.
• 1. The Board of Directors on February 7, 2020 has appointed Mr. Vijay Kumar Mishra, Practising Company Secretary (CP No. 4279) as the Scrutinizer to receive and scrutinize the Postal Ballot Forms received from the members and for conducting the Postal Ballot process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.
• 1. Postal Ballot Form and the self-addressed postage pre-paid envelopes are enclosed for use by the Member(s).
• 1. Members can cast their vote online from Monday, February 17, 2020 (9.00 am onwards) till Tuesday, March 17, 2020 (till 5.00 pm) as the e-voting module shall be disabled for voting by National Securities Depository Limited ("NSDL") thereafter. No voting shall be allowed beyond 5.00 pm of March 17, 2020. If you are voting through Postal Ballot Form (i.e. Physical Ballot), you are requested to carefully read the instructions printed on the form enclosed herewith and return it, duly completed and signed along with your assent (FOR) or dissent (AGAINST) in the attached self-addressed postage pre-paid BRE, so as to reach the Scrutinizer on or before the close of working hours i.e. 5.00 pm on Tuesday, March 17, 2020. Please note that any Postal Ballot Form(s) received after that date will be treated as not having been received.
• 1. It may be noted that e-voting is optional. If a member has voted through e-voting facility, he / she is not required to send the Postal Ballot Form. If a member votes through e-voting facility as well as the Postal Ballot Form, the votes cast through e-voting shall only be considered by the Scrutinizer and voting done by Postal Ballot will be treated as invalid.
• 1. The Scrutinizer, after completion of scrutiny, will submit his report to the Chairman or Managing Director of the Company, as authorised by the Board in this regard on February 7, 2020. The result of the Postal Ballot will be announced by the Chairman or Managing Director or any person authorised by them in writing, on or before Thursday, March 19, 2020 by or before 5.00 pm at the Company's Registered Office at Mumbai. In addition to the results being communicated to the Stock Exchange, the results along with Scrutinizer's report will also be placed on the Company's website i.e. www.cmifpe.com and the website of NSDL i.e. www.evoting.nsdl.com. The results along with the Scrutinizer's Report shall also be displayed on the notice board at the Company's Registered Office at Mumbai.
• 1. All the documents related to the abovementioned resolutions are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and National Holidays) from 11.00 am to 4.00 pm till March 17, 2020.
• 1. For e-voting, please read carefully the "Procedure / Instructions for e-voting" enumerated herein:

PROCEDURE / INSTRUCTIONS FOR E-VOTING

The instructions for Members for e-voting are as under :

The e-voting period commences on Monday, February 17, 2020 (9.00 am onwards) and ends on Tuesday, March 17, 2020 (till 5.00 pm). During this period, the members of the Company, holding shares either in physical form or in demat form, as on the cut-off date i.e. February 7, 2020, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter and the voting shall not be allowed beyond the said date and time.

The way to vote electronically on NSDL e-voting system consists of "Two Steps" which are mentioned below :

Step 1 : Login to NSDL's e-voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL's e-voting system.

Step 1

How to log-in to the NSDL e-voting website?

• 1. Visit the e-voting website of NSDL by opening your web browser and type the following URL : https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.
• 1. Once the home page of e-voting system is launched, click on the icon "Login" available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL e-services, i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on 'e-Voting' and proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL	User ID
or CDSL) or Physical
a) For members who hold shares in demat	8 character DP ID followed by 8 digit Client ID
account with NSDL	For example, if your DP ID is IN300*** and Client ID is 12****** then your
	User ID is IN30012***.
b) For members who hold shares in demat	16 digit Beneficiary ID
account with CDSL	For example, if your Beneficiary ID is 12************** then your User
	ID is 12**************.
c) For members holding shares in physical	EVEN, followed by Folio Number registered with the Company.
form	For example, if your EVEN is 101456, then User ID is 101456001***.

• 1. Your password details are given below :
  • a) If you are already registered for e-voting, then you can use your existing password to log in 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 change your password, as prompted by the system.
  • 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 by NSDL from your mailbox. Open the email and open the attachment (it will be a pdf file). The password to open the file is your 8-digit client ID for your NSDL account, or the last 8 digits of your CDSL Client ID, 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, your 'initial password' is communicated to you on your postal address.
• 1. If you have not received the 'initial password' or are unable to retrieve it, or have forgotten your password :
  • a) Click on the 'Forgot User Details / Password?' (for those holding shares in demat accounts with NSDL or CDSL) option available on www.evoting.nsdl.com
  • b) A 'Physical User Reset Password?' (for those holding shares in physical mode) option is also available on www.evoting. nsdl.com
  • c) If you are unable to get your password following the aforesaid options, you can send a request to evoting@nsdl.co.in mentioning your demat account number / folio number, PAN, name and registered address.
• 1. After entering your password, agree to 'Terms and Conditions' by checking the box.
• 1. Next, click on the 'Login' button.
• 1. After you click on the 'Login' button, the homepage of e-voting will open.

Step 2

How to cast your vote electronically on NSDL e-voting system?

• 1. After successful logging by following Step 1, you will be able to see the e-voting homepage. Click on 'e-voting'. Then, click on 'Active Voting Cycles'.
• 1. Upon clicking on 'Active Voting Cycles', you will be able to see the 'EVEN' of all the Companies in which you hold shares and whose voting cycles are in 'active' status.
• 1. Select the 'EVEN' of CMI FPE Limited for which you wish to cast your vote.
• 1. Now you are on the voting page and ready for e-voting.
• 1. 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'. Also click on 'Confirm' when prompted.
• 1. Upon confirmation, the message, 'Vote cast successfully', will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Please remember that you are not allowed to modify your vote once you confirm your vote on a resolution.

General guidelines for shareholders :

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF / JPG format) of the relevant Board Resolution / Authority letter, etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to vkmassociates@yahoo.co.in or investors@cmifpe.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended that you do not share your password with any other person and take utmost care to keep your password confidential. Log in 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 the 'Physical User Reset Password?' option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available in the download section of www.evoting.nsdl.com, or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.
• 1. The voting rights of the members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. February 7, 2020.
• 1. Eligible members who have not received / received the Postal Ballot notice by email and who wish to vote through physical ballot can download the form from www.evoting.nsdl.com or from the website of the Company www.cmifpe.com.
• 1. The resolutions, if approved, shall be deemed to have been duly passed on the last date of e-voting i.e. March 17, 2020.
• 1. Members who have registered their email ids for receipt of documents in electronic mode under the Green Initiative of the Ministry of Corporate Affairs are being sent Notice of Postal Ballot by email and others are sent through permitted mode with Postal Ballot Form and self-addressed postage pre-paid business reply envelope. A member may request for a duplicate Postal Ballot Form from Company's Registrar & Share Transfer Agent :

Bigshare Services Private Limited

(Unit : CMI FPE Limited)

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai 400 059

ANNEXURE TO THE NOTICE

STATEMENT ANNEXED TO THE NOTICE AND SETTING OUT THE MATERIAL FACTS CONCERNING EACH ITEM OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD ON GENERAL MEETINGS.

Item No. 1

Change of name of the Company from CMI FPE Limited to "John Cockerill India Limited" and consequent amendment to the Memorandum of Association and Articles of Association of the Company

For more than 200 years now, the Group has proudly borne the name of its founder, John Cockerill hidden in the acronym CMI, where 'C' means Cockerill. There are currently hundreds of different companies and organizations in the world with this acronym which, over the years, has become too impersonal. In order to reflect the uniqueness of over 200 years of the Group, the identity of the Group has been changed to John Cockerill.

In view of the change of the Group identity, the name of the Company is proposed to be changed from "CMI FPE Limited" to "John Cockerill India Limited" to bring in more visibility of the Group of which the Company is a part.

The Board of Directors vide circular resolution had approved the change of name of the Company subject to the availability of the name from Central Registration Centre (CRC), Ministry of Corporate Affairs (MCA). The new name has been made available to the Company by the CRC of MCA vide its letter dated January 30, 2020. The availability of the name is for a period of 60 days from the date of communication and hence it is necessary to take immediate steps on receipt of the availability of the name.

The Companies Act, 2013 requires the Company to obtain the approval of the members for change of name by way of Special Resolution.

The proposed change of name of the Company will be effected on obtaining requisite approval from BSE Limited where equity shares of your Company are listed and on complying with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By virtue of the above change in the name of the Company, it is required to amend its Memorandum of Association and Articles of Association accordingly.

As per the provisions of the Companies Act, 2013, approval of the members of the Company is required by way of passing a Special Resolution; therefore the Board recommends the resolution at item No. 1 for approval of the members of the Company by way of a Special Resolution.

None of the other Directors / Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution set out at Item No. 1 of the Postal Ballot Notice.

Item No. 2

Alteration / Adoption of new set of Articles of Association of the Company as per Companies Act, 2013

The Board of Directors of the Company at its meeting held on February 7, 2020 decided that taking into consideration the implementation of the Companies Act, 2013 ("the Act"), it would be in the best interest of the Company to wholly replace the existing Articles of Association by a new set of Articles of Association to be in line with the Companies Act, 2013.

It is thus necessary to adopt a new set of Articles of Association in place of existing Articles of Association of the Company, to be consistent with the provisions of the Companies Act, 2013 including Rules made thereunder. Hence the Board of Directors proposed to adopt a new set of Articles of Association in place of existing Articles of Association of the Company and seek members' approval for the same.

A copy of the proposed set of new Articles of Association of the Company would be available for inspection by the members at the Registered Office of the Company during the office hours on all working days (except Saturdays, Sundays and National Holidays) from 11.00 am to 4.00 pm till March 17, 2020.

The Board of Directors recommends the Resolution at item No. 2 for approval of the members of the Company by way of a Special Resolution.

None of the other Directors / Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in this resolution set out at Item No. 2 of the Postal Ballot Notice.

By Order of the Board of Directors For CMI FPE Limited

Mumbai Haresh Vala February 7, 2020 Company Secretary