Jyoti Ltd. — AGM Information 2022

Aug 25, 2022

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By Electronic Mode

25[th ] August, 2022

General Manager DCS-CRD (Corporate Relationship Department) BSE Limited Phiroze Jeejeebhoy Towe rs Dalal Street Mumbai - 400 001

SCRIP CODE NO.: 504076

Sub: Intimation of 78[th ] Annual General Meeting

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation. 2015

Dear Sir,

This is to inform that, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has issued Notice dated 8[th] August, 2022 for 78[th ] Annual General Meeting (AGM) to be held on 22[nd ] September, 2022 (Thursday) at 11.00 a.m. (1ST) through Video Conferencing/ Other Audio Visual Means.

A Copy of the same is attached for information to the Shareholders.

Thanking you,

Yours faithfully, F!?J�i� c�. Singha! Vice President (Legal) & Company Secretary M. No. F8289

Encl: As above

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Reg�. Office: Nanubhai Amin Marg, l_ndus!rial_Area, P.O. C_hemical Industries, Vadodara-390 003. (India) Ph.: 2282049 Fax. +91-265-2281871, E.Ma1I :Jyot1ltd@Jyot1.com, Website: http://www.jyoti.com, CIN: L36990GJ1943PLC000363

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NOTICE

NOTICE is hereby given that the SEVENTY EIGHTH ANNUAL GENERAL MEETING (AGM) of the Members of JYOTI LIMITED will be held on Thursday, 22[nd ] September, 2022 at 11.00 a.m. through Video Conference / Other Audio Visual Means, to transact the following business:

ORDINARY BUSINESS

Item No.1 - Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) for the Financial Year ended on 31[st] March, 2022, including the audited Balance Sheet as at 31[st] March, 2022, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

Item No.2 - Appointment of Director

To appoint a director in place of Mrs. Tejal Rahul Amin (DIN: 00169860) who retires by rotation and being eligible has offered herself for re-appointment.

Item No.3 - Appointment of Statutory Auditors

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company hereby re-appoint M/s. Amin Parikh & Co., Chartered Accountants, Vadodara (holding Registration No.100332W), as the Statutory Auditors of the Company to hold office for another period of 5 years from the conclusion of the 78[th] Annual General Meeting until the conclusion of the 83[rd] Annual General Meeting, at such remuneration plus applicable taxes as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS

Item No. 4 - Re-appointment of Mr. Rahul Amin as Managing Director

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

“ RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the members of the Company hereby approves the terms of re-appointment and remuneration of Mr. Rahul Amin, who will attain the age of 70 years on 25[th] December, 2022, as Managing Director of the Company for a period of 3 (three) years with effect from 10[th] December, 2022 as set out in the explanatory statement annexed to this notice which is hereby specifically approved and sanctioned with liberty to the Board of Directors to make needful intra-approval alterations in the terms and conditions so as not to exceed the limits of remuneration as approved and as may be agreed to between the Board of Directors and Mr. Rahul N. Amin.”

Item No. 5 - Remuneration of Cost Auditors

To ratify the remuneration of the Cost Auditors for the financial year ending on 31[st] March, 2023 and in this regard to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

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“ RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], the Cost Auditors appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee of the Board of Directors, to conduct the audit of the cost records of the Company for the financial year ended on 31[st] March, 2023, be paid the remuneration as mentioned herein be and is hereby ratified:

ended on	31stMarch, 2023, be paid the	remuneration as mentioned herein be	and is hereby ratified:
Sr. No.	Name of the Cost Auditor	Products	Audit Fees (`)
1.	M/s. R.K. Patel & Co.	Motors and Pumps	50,000/-
2.	M/s. Y.S. Thakar & Co.	Engineering products such as Generators, Turbines and Relay	25,000/-

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Regd. Office : Nanubhai Amin Marg Industrial Area P.O. Chemical Industries Vadodara-390 003 CIN: L36990GJ1943PLC000363 8[th] August, 2022

By Order of the Board S. Singhal Vice President (Legal) & Company Secretary M. No. F8289

NOTES

1. As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

2. Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at devansee@jyoti.com.

3. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Ordinary Business and Special Business to be transacted at the Meeting is annexed hereto.

4. In terms of Section 152 of the Companies Act, 2013, Mrs. Tejal Amin (DIN: 00169860), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The details of Director seeking re-appointment as required by Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Central Government is annexed hereto.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 15[th] September, 2022 to Thursday, 22[nd ] September, 2022 (both days inclusive) for the purpose of Annual General Meeting.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the Members in electronic mode.

7. The Company has appointed M/s. MCS Share Transfer Agent Limited as its Registrar and Share Transfer Agent for rendering the entire range of services to the Shareholders of the

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Company. Accordingly, all documents related to transfers, demat requests, change of address intimations and other communications in relation thereto with respect to shares in electronic and physical form should be addressed to the Registrars directly at their following address quoting folio no., full name and name of the Company as Unit: Jyoti Limited.

MCS Share Transfer Agent Limited Address : 88, Sampatrao Colony, 1[st] Floor Neelam Apartment, Alkapuri Vadodara – 390 007 Tel. : 0265-2314757, 2350490 E-Mail : mcsltdbaroda@gmail.com

1. Members are requested to send in their queries in respect of Financial Statement of Accounts of the Company for the year ended on 31[st] March, 2022, at least one week in advance so as to enable the information ready.

2. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / MCS Share Transfer Agent Limited.

3. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN / email to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN / email to the Company / MCS Share Transfer Agent Ltd.

4. Members holding shares in single name and physical form are advised to make nomination by filling up Form No. SH-13 in respect of their shareholding in the Company. The duly filled up nomination form should be sent to MCS Share Transfer Agent Ltd. for further process.

5. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to MCS Share Transfer Agent Ltd., for consolidation into a single folio.

6. As per the provision of Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfer of shares of the Company shall not be processed unless the shares are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to able to freely transfer them and participate in various corporate actions, if any.

7. Non-Resident Indian Members are requested to inform MCS Share Transfer Agent Ltd., immediately of:

8. (a) Change in their residential status on return to India for permanent settlement.

9. (b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

10. As the Company has adopted the practice of Green Initiative, Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically.

11. Relevancy of questions and the order of speakers at the Meeting will be decided by the Chairman.

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CDSL e-voting system – For Remote e-voting and e-voting during AGM

In compliance with the provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 as amended from time to time and subject to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company is pleased to offer e-voting facilities to the Members to cast their votes electronically in respect of the business to be transacted at the Annual General Meeting. Necessary arrangements have been made by the Company with Central Depository Services (India) Limited (CDSL) to facilitate e-voting. The detailed process, instructions and manner for availing e-voting facility is as under:-

1. In view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, Circular No. 02/2021 dated 13[th] January, 2021 and Circular No. 2/2022 dated May 5, 2022, SEBI Circular dated 12[th] May, 2020, SEBI Circular dated 15[th] January, 2021 and SEBI Circular dated 13[th] May, 2022. The forthcoming AGM will thus be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. The Members can join the AGM in the VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

4. Pursuant to MCA Circular No. 14/2020 dated April 8, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC / OAVM and cast their votes through e-voting.

5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.jyoti.com. The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

6. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 5, 2020, MCA Circular No.02/2021 dated 13[th] January, 2021 and Circular No. 02/2022 dated May 5, 2022.

7. In continuation of this Ministry’s General Circular No. 20/2020, dated 5[th] May, 2020 and after due examination, it has been decided to allow companies whose AGMs are due to be held in the year 2022, to conduct their AGMs on or before 31[st] December, 2022, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 and as per MCA circular no. 02/2022 dated May 5, 2022.

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THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• (i) The voting period begins on Monday, 19[th] September, 2022 at 9.00 a.m. and ends on Wednesday, 21[st] September, 2022 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) i.e. Thursday, 15[th ] September, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted through remote e-voting prior to the meeting date would not be entitled to vote during Annual General Meeting.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple E-voting Service Providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-voting system in case of individual shareholders holding shares in demat mode.

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

• A. Pursuant to above mentioned SEBI Circular, Login method for e-voting and joining virtual meetings 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 Depository	1) 2)	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 URLs for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. 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

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• to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-voting Service Providers i.e. CDSL/NSDL/KARVY/ LINKINTIME, so that the user can visit the e-voting service providers’ website directly.

• 3) If the user is not registered for Easi/ Easiest, option to register is available at https:// web.cdslindia.com/myeasi./Registration/ EasiRegistration.

• 4) 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 e- voting is in progress and also able to directly access the system of all e-voting Service Providers.

• Individual Shareholders 1) NSDL IDeAS facility holding securities in If user is already registered for NSDL IDeAS facility, Demat mode with NSDL follow following steps: Depository 1. Visit the e-Services website of NSDL. Open

• 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 remote e-voting period or joining virtual meeting & voting during the meeting.

• If the user is not registered for IDeAS e-Services: 1. Option to register is available at https://eservices.nsdl.com.

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1. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/Secure Web/ IdeasDirectReg.jsp

2) E-voting website of NSDL

1. 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.

2. 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.

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

4. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page.

5. 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 remote e-voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders 1. You can also login using the login credentials (holding securities in of your demat account through your Depository demat mode) login Participant registered with NSDL/CDSL for e- through their voting facility. Depository Participants 2. After successful login, you will be able to see (DP) e-voting option. Once you click on e-voting option, you will be redirected to NSDL/ CDSLDepository site after successful authentication, wherein you can see e-voting feature.

1. 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 remote e-voting period or joining virtual meeting & voting during the meeting.

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

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

any technical issues related to	login through Depository i.e. CDSL and NSDL
Login type	Desk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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

• B. Login method for e-voting and joining virtual meeting for shareholders other than individual shareholders holding in demat form & physical shareholders.

• (i) The shareholders should log on to the e-voting website www.evotingindia.com.

• (ii) Click on “Shareholders” module.

• (iii) Now enter your User ID

  • a. For CDSL: 16 digits Beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• (iv) Next enter the Image Verification as displayed and Click on Login.

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

• (vi) If you are a first time user follow the steps given below:

If you are a first time user follow the steps given below:	If you are a first time user follow the steps given below:
_F_or Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Dividend Bank DetailsOR Date of Birth (DOB)	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Enter the Dividend Bank Details or Date of Birth (in dd/mm/ yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (B).

• (vii) After entering these details appropriately, click on “SUBMIT” tab.

• (viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat

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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.

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

• (x) Click on the EVSN for on which you choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xiii) 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.

• (xiv)Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.

• (xvi)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.

• (xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to Scrutizier for verification.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to devansee@jyoti.com/ mcsltdbaroda@gmail.com.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting & joining virtual meetings through Depository.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholders / members login where the EVSN of Company will be displayed.

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1. Shareholders who have voted through Remote e-voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

3. Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at devansee@jyoti.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at devansee@jyoti.com. These queries will be replied to by the company suitably by email.

6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

7. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

8. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the AGM.

3. If any votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Facility for Non - Individual Shareholders and Custodians- Remote voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

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• The list of accounts linked in the login will be mapped automatically & can be delinked in case of any wrong mapping.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; devansee@jyoti.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL), Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33.

Other instructions:

• i. The voting rights of the shareholders shall be in proportion to their shares of the paid-up equity.

• ii. Mr. Ravi Kapoor, Practising Company Secretary (Membership No. FCS 2587), having his office at M/s. Ravi Kapoor & Associates, Practising Company Secretaries, 4[th] Floor, “Shaival Plaza”, Ellisbridge, Ahmedabad-380006, has been appointed as the Scrutinizer to Scrutinize the e-voting process in a fair and transparent manner.

• iii. The Scrutinizer shall submit his report to the Chairman. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.jyoti.com and on the website of CDSL www.cdslindia.com immediately after declaration of results by the Chairman or a person authorised by him in this behalf. The Results also be uploaded on the BSE listing portal.

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78th Annual Report

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ITEM NO. 3

Item No. 3 Appointment of Statutory Auditors

M/s. Amin Parikh & Co., Chartered Accountants, Vadodara (holding Registration No. 100332W) were appointed as statutory auditors of the Company at the 73[rd] AGM of the Company for a period of 5 years and they will be completing their first tenure of 5 years at the ensuing AGM to be held on 22[nd] September, 2022. Therefore as per requirement of Companies Act, 2013, it is proposed to re- appoint M/s. Amin Parikh & Co., Chartered Accountants, Vadodara (holding Registration No. 100332W) for another term of 5 years commencing from the conclusion of the 78[th] AGM till the conclusion of the 83[rd] AGM.

Accordingly, Board of Directors upon recommendation of Audit Committee has proposed resolution to be passed as an Ordinary Resolution. M/s. Amin Parikh & Co., Chartered Accountants, Vadodara, have consented to the said appointment and have confirmed that their appointment, if made, shall be in compliance with the provisions of Sections 139, 141 and 144 of the Act and Companies (Audit and Auditors) Rules, 2014.

Details as required pursuant to regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Proposed statutory audit fee payable to auditors

` 4,50,000/- (Rupees four lakh fifty thousand only) as statutory audit fees for the year ending 31[st] March, 2023.

Terms of appointment

5 (five) years from the conclusion of 78[th] Annual General Meeting till the conclusion of the 83[rd] Annual General Meeting of the Company.

Basis of recommendation and auditor credentials

The same has been recommended by Audit Committee and Board of Directors.

M/s Amin Parikh & Co., Chartered Accountants, Vadodara, is a peer reviewed firm by the Institute of Chartered Accountants of India. The firm was established in 1965 and is having standing of 57 years. Total number of team members of the firm including the partners are around 25. The firm has a valid Peer Review Certificate. The firm has vast experience of Conducting the Audit of Banks, Public Sector Undertakings and Corporates. The firm is also providing tax consultation to Individuals, Firms, Co-operative Societies, Companies, Trusts, etc.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, whether financially or otherwise, in the resolution set out in Item No. 3 of the Notice.

The Board recommends the Ordinary Resolution as set out in Item No. 3 of the Notice for approval of the Members.

ITEM NO. 4

Item No. 4 Re-appointment of Mr. Rahul Amin as Managing Director

In accordance with provisions of Sections 196, 197, 198 and 203 read together with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 8[th] August, 2022, subject to the approval of the Shareholders of the Company, re-appointed Mr. Rahul Amin, who will attain the age of 70 years on 25[th] December, 2022, as Managing Director of the Company for a period of 3 (three) years with effect from 10[th] December, 2022.

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Mr. Rahul Amin, 69, is B.E. (Elec.) from M. S. University, Vadodara and Master of Engineering from Cornell, U.S.A. He joined the Company in 1979 as Manager and gradually became General Manager and then Executive Director. He took charge as Managing Director of the Company in the year 1997 and has taken very pro-active efforts in the operations and management of the Company since then. He has now more than 26 years of experience in managing this Company under the overall experience of about 43 years in running large size manufacturing Company. Mr. Rahul Amin is also actively associated with various Professional Bodies, Education, Charitable and other Trusts. Mr. Rahul Amin is continuously running the operations of the Company in good as well as in difficult times.

Considering Managing Director’s rich experience, subject matter expertise and immense contribution, the re-appointment and remuneration of Mr. Rahul Amin as Managing Director of the Company was also approved by the Nomination and Remuneration Committee at its Meeting held on 8[th] August, 2022. The Nomination and Remuneration Committee recommended that as per Schedule V of the Companies Act, 2013, the effective paid up capital of the Company is 13,280.56 lakhs and as per limits specified in Schedule V, the Company can pay maximum of 1,20,00,000/- (Rupees One Crore and Twenty Lakhs only) per annum as remuneration to Mr. Rahul Amin as Managing Director the Company.

Accordingly, the Nomination and Remuneration Committee and the Board of Directors of the Company in their respective meetings held on 8[th] August, 2022 approved the terms and conditions of Mr. Rahul N. Amin as Managing Director of the Company w.e.f. 10[th] December, 2022 for a period of 3 years at a remuneration of ` 60,00,000/- (Rupees Sixty lakhs only) per annum excluding other perquisites.

Directorships held in other Companies are:

1. JSL Industries Ltd.

2. Insutech Industries Ltd.

Mr. Rahul Amin is not a Member of any Committee of Directors of any Company.

The draft agreement to be entered by the Company with Mr. Rahul Amin, contain inter-alia, the following principal terms and conditions:

1. Duties and Powers

The Managing Director shall perform the duties and exercise the powers assigned to him or vested in him by the Board of Directors of the Company from time to time.

2. Period of Appointment

Three Years with effect from 10[th] December, 2022.

3. Mr. Rahul Amin as Managing Director of the Company shall be entitled to remuneration and perquisites as mentioned hereunder:

Salary

• ` 4,50,000/- (Rupees Four Lakhs Fifty Thousand only) per month.

Perquisites and Allowances

In addition to salary, the Managing Director shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof, reimbursement of expenditure or allowances in respect of maintenance, utilities such as gas, electricity, furnishings and repairs of the house, medical reimbursement, medical insurance and leave travel concession for self and his family including dependents, personal accident insurance, club fees and such other perquisites, benefits and allowances in accordance with Rules of the Company. The aggregate of aforesaid perquisites and allowances will be restricted to ` 50,000/- (Rupees fifty Thousand only) per month.

“Family” mentioned above means the spouse and dependent children of the Managing Director.

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78th Annual Report

For the purpose of calculating the above ceilings, perquisites shall be evaluated as per Income Tax Rules, wherever applicable. In the absence of any such Rules, perquisites shall be evaluated at actual costs.

Provision of car with driver for use for the Company’s business and telephone facility at the Managing Director’s residence, reimbursement of expenses including entertainment expenses will not be considered as perquisites.

Other Perquisites

• I. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

• II. Encashment of leave at the end of the tenure

Compensation

If before the expiry of the Agreement, the tenure of his office as Managing Director is determined, he shall be entitled to compensation for the loss of office subject to the provisions of Section 202 of the Companies Act, 2013.

Information required under Section II, part II of Schedule V of the Companies Act, 2013:

• I. General Information

General Information
Nature of Industry	Engineering
Date or expected date of commencement of commercial production	The Company is in operation since the year 1943
In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus	Not Applicable
Financial performance based on given indicators - As per the Audited Financial Results for the year ended on 31.03.2022	Particulars	(`In Lakhs)
	Revenue from Operations Other Income	12024 885
	Total Income	12909
	Material Cost Staff Cost Manufacturing & Other Expenses	8516 1823 1205
	Total Expenditure	11544
	Profit before Depreciation, Interest & Tax Depreciation Profit before Interest & Tax Interest Profit/(Loss) before Tax Exceptional items, if any Profit/(Loss) before Tax	1365 731 634 25 609 8 617
	Net Profit/(Loss) after tax	146

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II.	Export Performance and net foreign exchange earned for the year ended on 31.03.2022	Particulars Export Sales (Including deemed export) Foreign Exchange earnings	`In Lakhs 432 999
	Foreign investments or collaborations, if any	The Company holds 49% in M/s. Jyoti Sohar Switchgear LLC, a Joint Venture Company in Sultanate of Oman
	Information about the appointee Background details Past remuneration	Mr. Rahul Amin, 69, is B.E. (Elect.) from M. S. University, Vadodara and Master of Engineering from Cornell, (U.S.A.). He joined the Company in 1979 as Manager and gradually became General Manager and then Executive Director. He took charge as Managing Director of the Company in the year 1997 and has taken very pro-active efforts in the operations and management of the company since then. He has around 26 years of experience in managing this company under the overall experience of about 43 years in running large size manufacturing company. Mr. Rahul Amin is a cult personality and proven performer of assorted acts including maintaining rapport and liaison with business related authorities and associates which is very much desirable in the interest of the company. Mr. Rahul Amin is also actively associated with various Professional Bodies, Education, Charitable and other Trusts. Mr. Rahul Amin is continuously running the operations of the Company in good as well as in difficult times. `11,97,892/- paid as remuneration during the year ended on 31.03.2022
	Job profile and his suitability	Mr. Rahul Amin renders services as Chairman and Managing Director of the Company
	Remuneration proposed	`60,00,000/- per annum excluding other perquisites
	Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates, the relevant details would be with respect to the country of his origin)	In the present challenging business environment, there is a continuous need for formulation of competitive strategies and periodical review thereof for successful implementation and sustained overall development of the Company, which has necessitated increased focus and higher involvement of Managing Director in Company’s matters. Accordingly, in the Board Meeting held on 8thAugust, 2022 it was decided that in these tough times, it is imperative that the Company’s growth strategy continues under the continued guidance and leadership of Mr. Rahul Amin with whose rich experiential background, the

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78th Annual Report

III.			Company remains reinforced to strive through the challenging times and bounce back on the growth chart. In view of the above, the proposed remuneration package is commensurate to the prevailing levels in the industry and thereby is fit and justified for payment.	Company remains reinforced to strive through the challenging times and bounce back on the growth chart. In view of the above, the proposed remuneration package is commensurate to the prevailing levels in the industry and thereby is fit and justified for payment.	Company remains reinforced to strive through the challenging times and bounce back on the growth chart. In view of the above, the proposed remuneration package is commensurate to the prevailing levels in the industry and thereby is fit and justified for payment.
	Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any		Mrs. Tejal Amin, Director of the Company is wife of Mr. Rahul Amin
	Other Information
	Reasons of loss or inadequate profits		The business operation of the Company has witnessed continued slowdown in capital goods industry, subdued demand from the infrastructure sectors like Water, Irrigation and Power. The continued slowdown in economy in general and particularly in irrigation and water projects resulted in stagnation of turnover and decline in profitability. Further, due to non availability of banking facilities on account of NPA with banks, the Company has witnessed reduction in turnover and lower operating margins, which has led to the Company incurring inadequate profits.
	Steps taken or proposed to be taken for improvement		Persistent efforts are being made by the Company to collect receivables. The Company has set up a strategic senior management team to recover claims outstanding from various clients. Further, Company has taken steps to reduce overheads substantially by concentrating its attention on manpower, material, financial cost and other administrative expenses to improve profitability. With the streamlining operations, expected improvement in overall business scenario and healthy order book position, the Company would definitely come out of present situation and grow in the coming years.
	Expected increase in productivity and profits in measurable terms	Particulars		Current Year (In Lakhs)|Previous Year<br>(In Lakhs)
		Revenue From Operations Other Income		15300 600	12024 885
		Net Profit/(Loss)		200	146

The draft of the Agreement referred to above is available for inspection by members through electronic mode.

The Board, therefore, recommends the resolution at Item No. 4 of this Notice for your approval.

None of the Directors (except Mr. Rahul Amin and Mrs. Tejal Amin), Key Managerial Personnel, relatives of Directors and Key Managerial Personnel of the Company is directly/indirectly interested in this resolution.

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ITEM NO. 5

In terms of the provisions of Section 148 of the Companies Act, 2013 and based on the recommendation of the Audit Committee, the Board of Directors had approved the appointment and remuneration of M/s. R. K. Patel & Co. and M/s. Y.S. Thakar & Co., as the Cost Auditors to carry out the audit of Cost Records for certain specific products of the Company viz. Motors & Pumps and Generators, Turbines and Relay (collectively called as “Products”) respectively for the financial year ended on 31[st] March, 2023 as per the following details.

Sr. No.	Name of the Cost Auditor	Products	Audit Fees (`)
1.	M/s. R.K. Patel & Co.	Motors and Pumps	50,000/-
2.	M/s. Y.S. Thakar & Co.	Engineering products such as Generators, Turbines and Relay	25,000/-

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any amendment(s) or modification(s) thereof), the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution, as set out at Item No. 5 of the Notice, for ratification of the remuneration payable to the Cost Auditors of the Company for the financial year 2022-23.

The Board recommends the resolution set out at Item No. 5 of the Notice for your approval.

None of the Directors, Key Managerial Personnel of the Company or their relatives, is in any way, concerned or interested in this resolution.

Regd. Office : Nanubhai Amin Marg Industrial Area P.O. Chemical Industries Vadodara-390 003 CIN: L36990GJ1943PLC000363 8[th] August, 2022

By Order of the Board S. Singhal Vice President (Legal) & Company Secretary M. No. F8289

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78th Annual Report

Particulars of the Directors Seeking re-appointment at the ensuing Annual General Meeting pursuant to the requirement of Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards.

Secretarial Standards.
Name of Directors	Mrs. Tejal Amin	Mr. Rahul Amin
DIN	00169860	00167987
Date of Birth	29.08.1960	25.12.1952
Age	61 years	69 years
Nationality	Indian	Indian
Qualification	B.Com.	B.E. (Elect.) from M. S. University of Vadodara and Master of Engineering from Cornell (U. S. A.)
Expertise in Specific Functional Areas	Management & Finance	Engineering & Management
Date of Appointment/ Re-appointment	31.03.2015	10.12.2022
Relationship with other Directors and Key Managerial Personnel of the Company	Mrs. Tejal Amin is wife of Mr. Rahul Amin. There is no inter-se relationship with any other Key Managerial Personnel of the Company.	Mr. Rahul Amin is husband of Mrs. Tejal Amin. There is no inter- se relationship with any other Key Managerial Personnel of the Company.
Names of Listed entities in which person holds directorship	JSL Industries Limited	JSL Industries Limited
The membership of the committees of the Board.	-	-
Name of other Companies in which he/she holds Directorship	1. Insutech Industries Limited 2. Vadodara Marathon	Insutech Industries Limited
Chairman/ Member of the Committee(s) of the Board of the Company	Member – AC Member – NRC Member – SIGSRC**	-
Chairman/ Member of the Committees of the Board of other Company(ies)	Chairperson, Vadodara Marathon	Chairman, JSL Industries Limited
Shareholding in the Company (as on 31.03.2022)	6,42,113	10,84,100
Terms of appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable	Non Executive Directors are entitled to sitting fees for attending meetings of the Board.	As per item no. 4 of the Explanatory Statement. `11,97,892
Number of Board Meetings attended	6 in Financial Year 2021-22	6 in Financial Year 2021-22

*AC - Audit Committee

**NRC - Nomination & Remuneration Committee

***SIGSRC - Shareholders’/ Investors’ Grievance & Stakeholders Relationship Committee

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