Khaitan (India) Ltd. — AGM Information 2021

Aug 24, 2021

NOTICE

NOTICE TO THE MEMBERS

Notice is hereby given that the ⁸⁴th Annual General Meeting (84th AGM or e-AGM or AGM) of Khaitan (India) Limited will be held on Thursday, ³⁰th September, 2021 at 11.30 A.M. through Video Conferencing ("VC")/other Audio Visual Means ("OAVM"), to transact the following business.

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March 2021, together with the Report of the Directors and Auditors thereon.
• 1. To appoint a director in place of Mr. Sunay Krishna Khaitan (DIN: 07585070), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Appointment of Mr. Manoj Chhawchharia (DIN: 00214867) as Non-Executive, Independent director.

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

"RESOLVED THAT pursuant to the provision of Section 149, 152, 160, 161, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and other rules made there under, Schedule IV and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) Mr. Manoj Chhawchharia (DIN: 00214867) in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, to hold office for a period of five consecutive years, for a term ending at the conclusion of the Annual General Meeting to be held during the financial year 2026."

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

4. Appointment of Mr. Gopal Mor (DIN: 00555282) as Non-Executive, Independent Director.

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

"RESOLVED THAT pursuant to the provision of Section 149, 152, 160, 161, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and other rules made there under, Schedule IV and all other applicable provisions of the Companies Act, 2013 (including any statutory modifications(s) or reenactment thereof for the time being in force) Mr. Gopal Mor (DIN: 00555282) in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, to hold office for a period of five consecutive years, for a term ending at the conclusion of Annual General Meeting to be held during the financial year 2026."

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

5. Appointment of Mrs. Sangita Jain (DIN: 08363050) as Non-Executive Independent Women Director.

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

"RESOLVED THAT pursuant to the provision of Section 149, 152, 160,161, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and other rules made there under, Schedule IV and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) Mrs. Sangita Jain (DIN: 08363050) in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Women Director of the Company, to hold office for a period of five consecutive years, for a term ending at the conclusion of the Annual General Meeting to be held during the financial year 2026."

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

Registered Office:	By Order of the Board of Directors
46C, J. L. Nehru Road,	For Khaitan (India) Limited
Kolkata – 700071, W.B.	Pradip Halder
The 13th, August, 2021	Company Secretary and Compliance Officer

NOTES:

• 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vided its circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to "Clarification on the passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19", circular no. 20/2020 dated May 5, 2020 in relation to "Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audiovisual means (OAVM)" and Circular no. 02/2021 dated January 13, 2021 in relation to "Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audiovisual means (OAVM)" (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to "Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and D i s c l o s u r e R e q u i r e m e n t s ) R e g u l a t i o n s 2 0 1 5 – C o v i d - 1 9 p a n d e m i c " a n d c i r c u l a r n o . SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 in relation to "Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the COVID -19 pandemic" (collectively referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the AGM of the members of the Company is being held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
• 1. Pursuant to the provisions of the Companies Act, 2013 ("Act") a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and route map of the AGM are not annexed to this Notice.
• 1. Corporate members are requested to send to the Company, a certified copy of the Board Resolution/Power of Attorney authorizing their representative to attend and vote in the AGM through VC/OAVM on its behalf and to vote through remote e-voting. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM.
• 1. The Register of Members and Share Transfer Books will remain closed from Friday, 24th September, 2021 to Thursday, 30th September, 2021 (both days inclusive) on account of the Annual General Meeting.
• 1. Dispatch of Notice and Annual Report, etc. to Shareholders: In compliance with the MCA Circulars and SEBI Circulars, the Annual Report including the notice of the e-AGM is being sent only through electronic mode to those members whose email IDs are registered with the Company / Depository Participant(s) and are holding shares of the Company as on Friday, 27th August, 2021 being the cut-off date for the purpose. Members may also note that the Annual Report for FY 2020-21 and the Notice will also be available on the Company's website www.khaitansugar.in, on the website of Stock Exchanges BSE Limited www.bseindia.com and National Stock Exchange of India Limited www. nseindia.com
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 which sets out details, relating to Special Business at the meeting, is annexed hereto.
• 1. Shareholders are requested to update their Bank account details with their Depository Participant, if they are holding the shares in Demat and RTA in case they are holding the shares in physical. In this connection, the Company has already issued remainders to all shareholders, who have not update their PAN and Bank account details of the first and sole shareholder of the Company. Once again, the members are advised to update the details with RTA.
• 1. Further, the Company draws your attention to the notification issued by SEBI dated June 8, 2018 and the press release dated 3rd December 2018 amending Regulation 40 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015 Pursuant to the amended provision, any request for effecting transfer of shares in physical form shall not be processed except in case of transmission or transposition of shares unless the shares are held in Demat form. Hence, the Company/Registrar and Share Transfer the agent would not be in a position to accept/ process the requests for transfer of shares held in physical form with effect from 01.04.2019. Therefore, the company advises you to take immediate steps for dematerializing your shareholding in the Company. Holding of shares in dematerialized form offers lots of benefits like enhanced security, case of handling, faster transfers and eliminating be deliveries, In view of the above, in order to ensure that you are able to deal in shares hassle-free, kindly take steps for dematerializing the shares at the earliest.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every Participant in Securities market, Member holding Shares in electronic form are, therefore, requested to submit the PAN details to their Depositor Participants with whom they are Demat account. Members holding shares in physical form can submit their PAN details to the Company's Registrar and Shares Transfer Agents.
• 1. Pursuant to Section 72 of the Act, Members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company's RTA. In respect of shares held in electronic/ Demat form, the Members may please contact their respective depository participants(s).
• 1. Disclosure pursuant to Regulation 36(3) of SEBI (LODR) Regulation, 2015 and Secretarial Standard 2 (SS-2) with respect to the Directors seeking re-appointment at the forthcoming Annual General Meeting is appended to the Notice.

• 1. In compliance with the aforesaid MCA Circular and SEBI circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. The Notice calling the AGM and Annual Report has been uploaded on the website of the Company at www.khaitansugar.in The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com . The AGM Notice is also disseminated on the website of CDSL (agency for providing the VC/OAVM facility and e-voting system during the AGM) i.e. www.evotingindia.com.
• 1. The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can send an e-mail requesting for inspection of the Registers.
• 1. 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.
• 1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice. Voting through Electronic means Pursuant to the provision of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and MCA Circulars dated April 8, 2020, April 13, 2020 the Company shall provide the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM through VC or OAVM will be provided by CDSL.

The Instruction for members for remote e-voting is as under:

1. The remote e-voting period begins on Monday, 27th September, 2021 at 9.00 A.M. and ends on Wednesday, 29th September, 2021 at 5.00 P.M. During this period, Members holding shares either in physical form or in dematerialized form, as on the cut-off

date i.e. Thursday, 23rd September, 2021 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. (i) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, 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 facilities 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.

(I) 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 the e-voting process.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL	1) Users who have opted for CDSL 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 URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are 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.

Pursuant to above said 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	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 an e-Voting link available on www.cdslindia.com home page. The system
	will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in Demat mode with NSDL	1) 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 remote e-Voting period or joining virtual meeting & voting during the meeting.
	2) 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 https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3) 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 remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in Demat mode) login through their Depository Participants	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 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 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 with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22- 23058542-43.
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

Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• (I) Shareholders who have already vote prior to the meeting date would not be entitled to vote through e-voting provided during VC/OAVM
• (ii) The shareholders should log on to the e-voting website www.evotingindia.com
• (iii) Click on the "Shareholders" module to cast your votes.
• (iv) Now Enter your User ID.

Details	For Members holding shares in Demat Form	For Members holding shares in Physical Form
Form User ID	For NSDL: 8 Character DP ID followed by 8 Digits Client ID For CDSL: 16 digits beneficiary ID	Folio Number registered with the Company

(v) Then enter the Captcha Code as displayed and Click on Login.

• (vi) If you are holding shares in Demat Form and had logged on to www.evotingindia.com and vote on an earlier voting of any Company, then your existing password is to be used:
• (vii) If you are a first time user follow the steps given below:

Details	For Shareholders holding shares in Demat Form other than individual and Physical Form
	Enter your 10-digit alphanumeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as Physical shareholders),
PAN	Participant are requested to use the Shareholders who have not updated their PAN with the Company / Depository sequence number which is mentioned in the e-mail communication in the PAN field sent by Company / RTA or contactCompany /RTA.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth as recorded in your Demat account or in the Company records for the said Demat account or folio in DD/MM/YYYY format in order to login.
Details of DOB	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 (v).

(viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Members holding shares in physical form will then reach directly the Company selection screen. However, 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 Resolution 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.
• (x) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
• (xi) Click on the relevant Company Name i.e. Khaitan (India) Limited on which you choose to vote.
• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same, the option "YES/ON" 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.
• (xiii) Click on the "RESOLUTION FILE LINK" if you wish to view the entire Resolution.
• (xiv) 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.
• (xv) Once you "CONFIRM" your vote on the Resolution, you will not be allowed to modify your vote.
• (xvi) You can also take print of the vote cast by clicking on "Click here to print" option on the Voting page.
• (xvii) 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.
• (xviii) If you are registered for CDSL's EASI/ EASI/EASIEST e- service, you can login at https://www.cdslindia.com from Login- Myeasi using your login credentials. Once you successfully log-in to CDS's EASI/EASIEST e-services, click on e-voting option and proceed directly to cast your vote electronically

• (xix) Shareholders 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 Stores respectively.
• (xx) Institutional 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) A scanned copy of the Registration Form bearing the stamp and signature of the entity should be e-mailed to helpdesk. evotaing@cdslindia.com.
• (b) After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to helpdesk, evoting @cdslindia.com and on approval of the accounts they would be able to cast their vote.
• (c) A scanned copy to 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.
• (d) 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 (amithmchoraira@gmail.com ) and to the RTA (mdpldc@yahoo.com ), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• (xxi) If you have any queries or issues regarding attending AGM & e-voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com , under help section or write an email to helpdesk. evoting@cdslindia.com
• (xxii) All grievances connected with the facility for voting by electronic means may be addressed to Manager, (CDSL) Central Depository Service (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 022-23058542/43.

Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for evoting for the resolutions proposed in this Notice:

1. For Physical shareholders: Members are requested to directly register their email id/update their PAN by visiting the link of the Company's Registrar and Share Transfer Agent M/s. Maheshwari Datamatics Pvt. Ltd. as given below:

Link for email registration – http://mdpl.in/form/email-update

1. For Demat shareholders: Register/Update through respective Depository Participants (DPs) (Any such updation effected by the DPs will automatically reflect in the Company's subsequent records)

Instructions for shareholders attending the AGM through VC/OAVM are as under:

• 1. Shareholders will be provided with a facility to attend the AGM though VC /OAVM through the CDSL e- Voting system. Shareholders may access the same at https:/evotaingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/ members login where the EVSN of Company will be displayed.
• 1. Shareholders are encouraged to join the Meeting through Laptops / Desktop / I Pads for a better experience.
• 1. Further, shareholders will be required to allow Camera and use internet with a good speed to avoid disturbance during the meeting.
• 1. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. The Members can join the AGM through 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. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional investors, Director, 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. id, mobile number at kilsugar@gmail.com.
• 1. Shareholders who would like to express their view/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 15 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at kilsugar@gmail.com . The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 15days prior to meeting mentioning their name, Demat account number/ folio number, email

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) The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• 3) 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.

• 4) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 5) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 6) 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.
• 7) 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 at least 15 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 15 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
• 8) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting
• 9) Only those shareholders, who are present in the AGM through VC/OAVM facility and have not cast 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.
• 10) 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.

General:

• a) The remote e-voting period commences on Monday, 27th September 2021 at 9.00 A.M. and ends on Wednesday, 29th September 2021 at 5.00 P.M. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut of date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting. The remote e-voting module shall be blocked by CDSL for e-voting thereafter, once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
• b) After dispatching of the notice, any person who acquires shares of the Company and becomes member of the Company as on the cut-off date i.e. Thursday, 23rd September, 2021 may obtain the login ID and password by sending an email to mdpldc@yahoo.com or helpdesk.evoting@cdslindia.com by mentioning their Folio No. / DP.ID No However, if you are already registered with CDSL for remote e-voting, then you can use your existing user ID and password for casting your vote.
• c) The voting rights of a member shall be in proportion to his shares in the paid –up equity share capital of the Company as on the cutoff i.e. Thursday, 23rd September, 2021.
• d) Mr. Amit Choraria, proprietor M/s. Amit Choraria & Co., Chartered Accountants, Membership No. 066838 Kolkata, has been appointed as Scrutinizer to scrutinize the voting process (electronically or otherwise) a fair and transparent.
• e) The Scrutinizer shall, immediately after the conclusion of voting in the Annual General Meeting held through VC/OAVM, will first count the votes cast in the meeting, and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days after the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairperson or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• f) The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.khaitansugar.in website of CDSL www.evotingindia.com and also forward the same to The National Stock Exchange of India Limited simultaneously, where the Company's shares are listed.

ANNEXURE TO NOTICE:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following explanatory Statement of pursuant to the provision of Section 102 of the Companies Act, 2013 (including any statutory modification(s) thereto or re-enactments(s) thereof for the time being in force), sets out all material facts relating to the business items of the accompanying Notice

ITEM NO: 3 - Appointment of Mr. Manoj Chhawchharia as an Independent Director (Non-Executive) the Company:

Mr. Manoj Chhawchharia (DIN: 00214867) was appointed as Non-Executive Independent Additional Director by the board of the board directors

of the Company upon the recommendation of Nomination & Remuneration Committee w-e- f 7th April, 2021. Pursuant to the provision of Section 161 of the Companies Act, 2013 Mr. Manoj Chhawchharia will hold office up to date of ensuing AGM. The Company has received from Mr. Manoj Chhawchharia (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014, (ii) Intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules 2014, to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that she meets the criteria of independence as provided in sub section 149 of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of Companies Act, 2013, from a member along with requisite deposit proposing the proposing the candidature of Mr. Manoj Chhawchharia for the office of director. The resolution seeks the approval of members for the appointment of Mr. Manoj Chhawchharia as an Independent Director of the Company Annual General Meeting to be held during the financial year 2026, pursuant to section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He is not liable to retire by rotation.

Copy of the draft letter of appointment of the Independent Director setting out the terms and conditions of appointment would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day, except Saturday up to the Annual General Meeting.

Mr. Manoj Chhawchharia does not hold any shares in the Company either in his individual capacity or beneficially for others and is not related to any Director of the Company.

The Directors recommend the approval of the ordinary resolution, None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Manoj Chhawchharia is concerned or interested, financial or otherwise, in the resolution set our at item No.3

ITEM NO: 4 - Appointment of Mr. Gopal Mor as an Independent Director (Non-Executive) the Company:

Mr. Gopal Mor (DIN: 00555282) was appointed as Non-Executive Independent Additional Director by the board of the directors of the

Company upon the recommendation of Nomination &Remuneration Committee, w-e-f 7th April, 2021. Pursuant to the provisions of Section 161 of the Companies Act, 2013 Mr. Gopal Mor will hold office up to the date of ensuing AGM. The Company has received from Mr. Gopal Mor (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms Companies (Appointment & Qualification of Directors) Rules 2014, to the effect that she is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub section 149 of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of Mr. Gopal Mor for the office of director. The resolution seeks the approval of members for the appointment of Mr. Gopal Mor as an Independent Director of the Company Annual General Meeting to be held during the financial year 2025, pursuant to section 149 and other applicable of the Companies Act, 2013 and the Rules made there under. He is not liable to retire by rotation.

Copy of the draft letter of appointment of the Independent Director setting out the terms and conditions of appointment would be available for inspection by the members at the Registered Office of the Company during normal business hours on any wording day, except Saturday up to the Annual General Meeting.

Mr. Gopal Mor does not hold any shares in the Company either in his individual capacity or beneficially for others and is not related to any Director of the Company.

Mr. Gopal Mor does not hold any shares in the Company either in his individual capacity or beneficially for others and is not related to any Director of the Company.

The Directors recommend the approval of the ordinary resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Gopal Mor is concerned or interest, financial or otherwise, in the resolution set our at item No. 4

ITEM NO: 5 - Appointment of Mrs. Sangita Jain as an Independent Director (Non-Executive) the Company:

Mrs. Sangita Jain (DIN: 08363050) was appointed as Non-Executive Independent Additional Director by the board of the board directors of

the Company upon the recommendation of Nomination & Remuneration Committee, w-e-f 7th April, 2021. Pursuant to the provisions of Section 161 of the Companies Act, 2013 Mrs. Sangita Jain will hold office up to date of ensuing AGM. The Company has received from Mrs. Sangita Jain (i) consent in writing to act as director inform DIR 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014 (ii) Intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules 2014, to the effect that she is not disqualified under sub section (2) of 164 of the Companies Act, 2013 and (iii) a declaration to the effect that she meets the criteria of independence as provided in sub section 149 of the Companies Act, 2013. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member along with the requisite deposit proposing the candidature of Mrs. Sangita Jain for the office of director.

The resolution seeks the approval of members for the appointment of Mrs. Sangita Jain as an Independent Director of the Company Annual General Meeting to be held during the financial year 2026, pursuant to section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under. She is not liable to retire by rotation.

Copy of the draft letter of appointment of the Independent Director setting out the terms and conditions of appointment would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day, except Saturday up to the Annual General Meeting.

Mrs. Sangita Jain does not hold any shares in the Company either in his individual capacity or beneficially for others and is not related to any Director of the Company.

The Directors recommend the approval of the ordinary resolution. None of the Director and Key Managerial Personnel of the Company and their relatives except Mrs. Sangita Jain is concerned or interested, financial or otherwise, in the resolution set our at item No. 5

Details of Directors proposed to be appointed / re- appointed at the Annual General Meeting:

Pursuant to Regulation 36(3) of Securities & Exchange Board of the India (Listing Obligation and Disclosure Requirements) Regulation, 2015 the details of the Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting are provided as under:

Name of Director	SUNAY KRISHNA KHAITAN	MANOJ CHHAWCHHARIA	GOPAL MOR	SANGITA JAIN
Date of Birth (Age in years)	09/12/1991 (29)	15/06/1959 (62)	11/07/1966 (53)	23/12/1971 (49)
Date of Appointment	12/11/2016	07/04/2021	07/04/2021	07/04/2021
Expertise in specific functional area (Experience in year)	5 years in Marketing of Fans and Electrical appliances.	He is a businessman Since 1977. In Manufacturing and Trading of Engineering Goods. He is also in accounts, finance and business management	He is a businessman Since 1989. In the mineral and software development sector. He is also enriching knowledge in accounts, finance and business management	Experience in Administration and Management. Presently she is a homemaker.
Qualification	BSC (Economics & Finance)	B.Com (Honours)	B.Com	BSC
Shareholding in the Company (either personally or on beneficial basis)	292079	NIL	NIL	NIL
List of other Public Limited Companies in which Directorship held	Khaitan Lefin Limited	NIL	NIL	Naturewealth Development Corporation Limited
Chairman/Member of the Committees of the Board across all public Companies in which he is a Director	NIL	NIL	NIL	NIL
Chairman/Member of the Committees of the Board of the Company (as on date of Notice)	Shareholder Relationship Committee (Member)	Risk and Audit Committee (Member) Nomination and Remuneration Committee (Member) Shareholder Relationship Committee (Member)	Risk and Audit Committee (Member) Nomination and Remuneration Committee (Member) Shareholder Relationship Committee (Member)	Risk and Audit Committee (Member) Nomination and Remuneration Committee (Member) Shareholder Relationship Committee (Member)

Name of Director	SUNAY KRISHNA KHAITAN	MANOJ CHHAWCHHARIA	GOPAL MOR	SANGITA JAIN
Disclosure of relationships between Director's interest and other Key Managerial Personnel	NIL	NIL	NIL	NIL
Terms and conditions of appointment/re-appointment	Reappointment pursuant to retire by rotation	Being proposed to be appointed as Independent directors for a period of 5 years - Being an Independent director, entitled to sitting fees only	Being proposed to be appointed as Independent directors for a period of 5 years - Being an Independent director, entitled to sitting fees only	Being proposed to be appointed as Independent directors for a period of 5 years - Being an Independent director, entitled to sitting fees only
Remuneration sought to be paid / last drawn	Details as per Annexure V of Director's Report	Details as per Annexure V of Director's Report	Details as per Annexure V of Director's Report	Details as per Annexure V of Director's Report
Number of Board Meetings attended during the year	4	NIL*	NIL*	NIL*

*As appointed after 31.03.2021