Khandelwal Extraction Ltd. — AGM Information 2023

Aug 28, 2023

KHANDELWAL EXTRACTIONS LTD.

51/47 , NAYAGANJ, KANPUR-208001 Phones: 2313195, 2319610 Mobile No.: 09415330630 Email Id : kelknp@yahoo.com Website: www.khandelwalextractions.com CIN : L24241UP1981PLC005282

Ref. No. HO/SECY/23-24/33/

28[th] August, 2023

To, The Listing Manager BSE Ltd. The Department of Corporate Services PJ Towers, Dalal Street MUMBAI -400001 Scrip Code: 519064 ISIN No: INE687W01010 Listing Centre: listing.bseindia.com

Sub: Notice of 41[st] Annual General Meeting

Dear Sir/Ma’am,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III, please find enclosed herewith the notice of 41[st] Annual General Meeting of the Company scheduled to be held on Saturday, 23[rd] September, 2023 at 4:00 pm at 50 MIG Bungalow, W Block, Keshav Nagar, Kanpur-208014.

Kindly take the same on your records.

Thanking You.

Yours faithfully, For Khandelwal Extractions Limited

SATYANS Digitally signed by SATYANSHA DUBEY HA DUBEY Date: 2023.08.28 15:27:27 +05'30'

Satyansha Dubey

(Company Secretary and Compliance Officer)

M.No.: A67216

Encl: As above

KHANDELWAL EXTRACTIONS LIMITED

Registered office: 51/47, Nayaganj, Kanpur-208001 CIN: L24241UP1981PLC005282 Tel No: 2313195, 2318706(Fax) Website: www.khandelwalextractions.com Email: kelknp@yahoo.com

NOTICE

NOTICE is hereby given that the 41[st] Annual General Meeting of Khandelwal Extractions Ltd. will be held at 50 MIG Bungalow, W Block, Keshav Nagar, Kanpur-208014 on Saturday, the 23[rd] September, 2023 at 4:00 P.M,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, 2023 and Report of the Board of Directors and Auditors’ thereon.

2. To appoint a Director in place of Shri Dinesh Khandelwal (DIN: 00161831),who retires by rotation and being eligible offers himself for re-appointment.

SPECIAL BUSINESS

To consider and if thought fit, to pass with or without modification(s), the following resolution(s)

As Special Resolution:

3. Re-appointment of Shri Vishwa Nath Khandelwal as Whole-time Director (Works)

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 of The Companies Act, 2013 and any other applicable provisions, if any and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Schedule V to the Companies Act, 2013, the consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Vishwa Nath Khandelwal (DIN: 00161893), designated as Whole-time Director (Works), not liable to retire by rotation except for compliance of Section 152 (6) of the Companies Act, 2013, for five (5) years with effect from 01.04.2024, on the terms and conditions as recommended by Nomination and Remuneration Committee and as contained in the Explanatory Statement attached to the notice.”

“ RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and /or Company secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. Appointment of Mr. Prakhar Pandey (DIN 09193170) as an Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following Resolution as Special Resolution:

“RESOLVED THAT Mr. Prakhar Pandey (DIN 09193170) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 12.08.2023 in terms of Section 161 (1) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and whose term of office expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director be and is hereby appointed as Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Mr. Prakhar Pandey, who holds office of Additional Independent Director up to the date of Annual General Meeting and who meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from 12.08.2023.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

By order of the Board of Directors

Regd. Office: 51/47, Nayaganj, Kanpur – 208 001 Dated: 12th August, 2023

Satyansha Dubey

Company Secretary and Compliance Officer

M.No.: A67216

NOTES:

• a) The Explanatory Statement(s) pursuant to Section 102 of the Companies Act, 2013 (“the Act”), with respect to the Special Businesses set out in the Notice is annexed hereto.

• b) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in aggregate not more than 10% of total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. The instrument of proxy in order to be effective must be received by the Company not less than 48 hours before the commencement of the annual general meeting. A Proxy form is annexed herewith and same is available on the Company’s website www.khandelwalextractions.com. Proxies submitted on behalf of the Companies must be supported by an appropriate resolution/authority as applicable.

• c) The Register of members and Share Transfer books of the Company will remain closed from 17[th] September, 2023 to 23[rd] September, 2023 (both days inclusive).

• d) Brief resume of the Director proposed to be re-appointed along with such other details as stipulated under Regulation 36(3) of SEBI Listing Regulations, as amended, and Secretarial Standards on General Meetings (SS-2), are provided in this Notice.

• e) The Company has entered into necessary arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable the shareholders to dematerialize their shareholding in the Company for which they may contact the Depository Participant of the above Depositories. The Company’s ISIN No. is INE687W01010.

• f) Members are requested to lodge Share Transfer documents and all other correspondences and queries relating to Share Transfer, Share Certificates, Change of Address etc., to the Company’s Registrar and Transfer Agent (“RTA”) i.e. M/s Alankit Assignments Limited having its office at Alankit House,4E/2, Jhandewalan Extension, New Delhi – 110055

• g) Members are requested to register/update/intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), signature, bank mandates, demat account details, nominations, etc., in following manner.

• a. For shares held in physical form, to the Company/ RTA in prescribed Form ISR-1 and other forms pursuant to the SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/CIR/2021/655 dated November 3, 2021. All the prescribed forms can be downloaded from the Company’s website at www.khandelwalextractions.com.

• b. For shares held in electronic form, to their Depository Participants (“DPs”)

• h) Pursuant to the provisions of SEBI circular no. SEBI/HO/MIRSD/MIRSDPoD1/P/CIR/2023/37 dated March 16, 2023 w.r.t “Common and Simplified norms for

processing investor’s service requests by RTAs and norms for furnishing PAN, KYC details and Nomination”, all the shareholders holding shares in physical form are requested to approach for furnishing their PAN, Nomination, Contact details, Bank Account Details and specimen signature for their corresponding folio numbers etc. To the Registrar and Transfer Agent of the Company (“RTA”) viz. M/s Alankit Assignments Limited in the format/mode as prescribed under above mentioned SEBI Circular. The shareholders can also reach the RTA of the Company at Alankit House,4E/2, Jhandewalan Extension, New Delhi – 110055 or contact via Phone: 91-11-4254 1234, E- mail:rta@alankit.com. Please note that the folios wherein any of the above cited document/details are not available on or after October 01, 2023, shall be frozen by the RTA of the Company as per the above mentioned SEBI Circular. Shareholders holding shares in dematerialized form are requested to approach their respective depository participants for updating above mentioned details.

• i) As per the provisions of Section 72 of the Act and SEBI Circular dated November 3, 2021, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website www.khandelwalextractions.com. Members are requested to submit the said details to their Depository Participant in case the shares held by them in dematerialized form and to the RTA in case the shares are held in physical form.

• j) 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.khandelwalextractions.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited respectively and the AGM Notice is also available on the website of CDSL(agency for providing Remote e-Voting facility) i.e. www.evotingindia.com.

• k) The Members may further note that SEBI vide its circular dated January 25, 2022, has mandated the listed companies to issue the securities in dematerialized form only, while processing the requests for Issue of duplicate securities certificate, claim from Unclaimed Suspense Account, Renewal/Exchange of Securities certificate, Endorsement, Subdivision/ Splitting of securities certificate, Consolidation of securities certificates/folios, Transmission, Transposition. Accordingly, Members are requested to make service request by submitting a duly filled and signed form ISR-4 format of which is available on the website of the Company at www.khandelwalextractions.com. It may be noted that any service requested can be processed only after the folio is KYC compliant.

• l) SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form.

• m) In terms of Section 108 of the Companies Act 2013 read with relevant applicable rules and pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has made arrangement of e -voting through CDSL. Members have option to cast their vote by using electronic voting system from a place other than the venue of the meeting (remote e-voting).Members who wish

to cast the vote at AGM shall be provided a Ballot to cast their vote. The members who have cast their vote by remote e-voting may also attend the meeting but shall not be entitled to cast/change their vote again in the meeting. Information and instructions relating to e-voting are provided at end of the notice. The details of User ID and Password relating to e-voting are sent herewith.

• n) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

• o) The voting rights of the members shall be in proportion to their shares of the paid up share capital of the Company as on the cut off date i.e. 16[th] September, 2023 .The poll process shall be conducted and scrutinized and report thereon will be prepared in accordance with Section 109 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as amended from time to time.

• p) The Company has appointed M/s. Banthia & Co. (Prop. Mr. G.K. Banthia) of Kanpur, Practicing Company Secretaries (C.P. No. 1405) as the Scrutinizer for conducting the e- voting and polling process in fair and transparent manner who have consented to be available for the same.

• q) The scrutinizer after scrutinizing the votes cast at the meeting and through remote e- voting, will, not later than three days of conclusion of the meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.khandelwalextractions.com and on the website of CDSL www.evotingindia.com. The results will simultaneously be communicated to the Stock Exchange(s).

• r) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e.23[rd] September, 2023.

• s) Register of Directors and KMP and their Shareholding maintained u/s 170, Register of contracts and arrangements in which Directors are interested u/s 189 shall be open for inspection of the member during AGM.

• t) A Route Map showing directions to reach the venue of AGM is attached at the end of this Annual Report as per the requirement of the Secretarial Standard -2 on General Meetings.

• u) In compliance with the MCA vide circular dated May 5, 2022 read with Circulars dated April 8, 2020, April 13, 2020, May 05, 2020 and January 13, 2021 and SEBI vide its Circular dated May 13, 2022 read with circulars dated May 12, 2020 and January 15, 2021 Electronic copy of the Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company's website www.khandelwalextractions.com. The notice can also be accessed from the website of BSE Limited at www.bseindia.com and website of CDSL at www.evotingindia.com .

• v) All documents referred to in the accompanying notice shall be open for inspection at the registered office of the Company between 02:00 pm to 04:00 pm on all working days except Saturday upto the date of Annual General Meeting.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

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

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

• (i) The voting period begins on 20[th] September, 2023(10:00 am) and ends on 22[nd] September, 2023(5:00 P.M.) Time. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 16[th] September, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) 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 facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional 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.

• (iv) 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

of Login Method

Type

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shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login through their
Individual existing user id and password. Option will be made available to reach e-Voting
Shareholders
page without any further authentication. The users to login to Easi / Easiest are
holding
requested to visit cdsl website www.cdslindia.com and click on login icon &
securities in
Demat mode New System Myeasi Tab.
with CDSL
2) After successful login the Easi / Easiest user will be able to see the e-Voting
Depository
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 is also links provided to access
the system of all e-Voting Service Providers, so that the user can visit the e-
Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
cdsl website www.cdslindia.com and click on login & New System Myeasi
Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a 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.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following URL:
Shareholders
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
holding
the home page of e-Services is launched, click on the “Beneficial Owner” icon
securities in
demat mode under “Login” which is available under ‘IDeAS’ section. A new screen will
with NSDL open. You will have to enter your User ID and Password. After successful
Depository 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.
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
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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.
Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting facility.
(holding After Successful login, you will be able to see e-Voting option. Once you click
securities in on e-Voting option, you will be redirected to NSDL/CDSL Depository site
demat mode) after successful authentication, wherein you can see e-Voting feature. Click on
login through company name or e-Voting service provider name and you will be redirected
their to e-Voting service provider website for casting your vote during the remote e-
Depository Voting period.
Participants
(DP)
----- End of picture text -----

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

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

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no.1800225533
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

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

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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

• 2) Click on “Shareholders” module.

• 3) 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.

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

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

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10digit 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.
Dividend Bank Details ORDate of Birth (DOB)	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.

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

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

• (ix) Click on the EVSN for the resolutions of Khandelwal Extractions Limited on which you choose to vote.

• (x) 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.

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

• (xii) 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.

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

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

• (xv) 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.

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

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• 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.

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

• It is Mandatory that, 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 mandatory 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 kelknp@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.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

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 (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

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.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact attoll 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, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES

ACT, 2013

Item No. 3

Mr. Vishwa Nath Khandelwal, aged 75 years who has been associated with the Company’s activities since inception, has been holding office in the capacity of Whole-Time Director (Works) in terms of approval accorded by members of the Company in the 36[th] Annual General Meeting held on 29th September, 2018 for a period of 5 years w.ef. 01.04.2019. His present tenure would expire on 31.03.2024.The Board of Directors on the basis of recommendation of Nomination and Remuneration Committee has re-appointed him as Whole-Time Director (Works) for another period of five(5) years w.e.f 01.04.2024 on the remuneration package which is within the maximum permissible limit under Schedule V of the Companies Act, 2013. Fresh approval of the members by way of Special Resolution is being sought for the same.

The Nomination and Remuneration Committee/Board of Directors has recommended the reappointment of Mr. Vishwa Nath Khandelwal, aged 75 years, as the Whole-Time Director (Works) of the Company, considering his rich experience, expertise and contribution in the growth of the Company.

The followings are the terms and conditions as regards to salary and perquisites payable to him:

i) Salary: Rs.30000/- per month

Category –A:

• a) Provident Fund: Company’s contribution to Provident Fund will not be included in the computation of the ceiling on perquisite to the extent these, either singly or put together are not taxable under the Income Tax Act.

Category – B:

Provision of Car and cell phone for use on Company’s business will not be considered as perquisites. Use of car for private purpose shall be billed by the Company.

He shall not be entitled for any sitting fees for meeting of the Board or of any committee thereof attended by him .In the event of loss or inadequacy of profits in any financial year(s), the aforesaid remuneration shall be paid as minimum remuneration in accordance with the provisions of Companies Act, 2013. The Board of Directors may revise upwards, the remuneration from time to time, within the maximum permissible limit under Schedule V of the Companies Act, 2013, but not exceeding Rs. 60000/- p.m. excluding perquisites.

No Director and Key Management Personnel, except Mr. K N Khandelwal, Mr. Dinesh Khandelwal, and Mr. Vishwa Nath Khandelwal being relative to each other, are concerned and interested in the resolution.

Brief particulars of Mr. Vishwa Nath Khandelwal pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and additional information to be given to members in terms of Secretarial Standards on General Meetings (SS-2) is given below:

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Category Whole Time Director
Age 75 years
Qualification M.Sc
Date of first appointment on the Board 24.04.1981
Brief resume of Director Mr. Vishwa Nath Khandelwal is one of the
promoter Directors and is associated with the
Company since inception and having an
experience of more than 40 years in
managing solvent extraction plant. Further,
he also has relevant expertise and
proficiency in the matters related to lease
and licensing and thus his contribution
towards the Company is of utmost
importance. He has been devoting full time
and attention to the affairs of the Company
and has been responsible for all the activities
related to leasing of Godowns, supervision of
assets and other related matters. His
association with the Company has been very
fruitful and beneficial.
Expertise in specific functional areas Production and Quality Control, Activities
related to leasing of Godowns, Supervision
of assets and other related matters
Directorship/Membership/Chairmanship Nil
held in Committees of Board of other
companies
Number of shares held in the Company 29650
Relationship with other directors inter-se Brother of Mr. Kailash Nath Khandelwal and
Mr. Dinesh Khandelwal
No. of Board meetings attended in the 4 (Four) out of 4 (Four)
year 2022-23
Remuneration last drawn Details given in Form MGT-9
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Item No. 4

On 12.08.2023, the Board of Directors of the Company appointed Mr. Prakhar Pandey (DIN :09193170) as an Additional Director (Independent) of the Company w.e.f. 12.08.2023 in accordance with the provisions of Section 161 of the Companies Act, 2013 to hold office upto this Annual General Meeting. In terms of Section 149 and 152 and any other applicable provisions of the Companies Act, 2013, Mr. Prakhar Pandey is proposed to be appointed as a Non-Executive Independent Director whose office is not liable to retire by rotation in the Annual General Meeting. Notice has been received from a member proposing his candidature for the office of Director of the Company. The Company has received a declaration from Mr. Prakhar Pandey confirming that he meets the criteria of independence under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received Mr. Prakhar Pandey’s consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013. In the opinion of the Board, Mr. Prakhar Pandey fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Director of the Company and is independent of the management. Mr. Prakhar Pandey is the proprietor of Prakhar Pandey & Co., and is a Practicing Company Secretary. He has over 10 years of experience in Secretarial and Legal Compliances. He spent initial years of his career by working in renowned corporate Companies and Practicing Company Secretary Firms in order to enhance and upgrade his skills and knowledge in the field and then eventually switched to become a Company Secretary in Practice and owns his own firm at present. Mr. Prakhar Pandey has done his Graduation (B.Com) from P.P.N College, Kanpur and Bachelor of Law (LL.B) from Brahmanand College of Law, Kanpur. A brief profile of Mr. Prakhar Pandey, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2), is provided at Annexure A to this Notice. Except Mr. Prakhar Pandey and/or his relatives, none of the Directors and Key Managerial Personnel of the Company and/or their relatives is/are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4. The Board of Directors recommends the resolution proposing the appointment of Mr. Prakhar Pandey as an Independent Director of the Company, as set out in Item No. 4 for approval of the Members by way of a Special Resolution.

ANNEXURE – A’ TO ITEM NO. 4 OF THE NOTICE

Brief particulars of Mr. Prakhar Pandey pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and additional information to be given to members in terms of Secretarial Standards on General Meetings (SS-2) is given below:

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Name of the Director Mr. Prakhar Pandey
DIN 09193170
Nationality INDIAN
Date of Appointment 12-08-2023
on the Board
Qualification Mr. Prakhar Pandey has done his Graduation (B.Com) from
P.P.N College, Kanpur and Bachelor of Law (LL.B) from
Brahmanand College of Law, Kanpur
Expertise in Specific Mr. Prakhar Pandey is the proprietor of Prakhar Pandey &
functional area Co., and is a Practicing Company Secretary. He has over 10
years of experience in Secretarial and Legal Compliances.
He spent initial years of his career by working in renowned
corporate Companies and Practicing Company Secretary
Firms in order to enhance and upgrade his skills and
knowledge in the field and then eventually switched to
become a Company Secretary in Practice and owns his own
firm at present.
Number of shares NIL
held in the Company
List of directorship NIL
held in other
Companies
Disclosure of Mr. Prakhar Pandey does not have any inter-se relationship
Relationships with other directors of the company.
between directors
inter-se
Number of Board Mr. Prakhar Pandey was appointed in the Board Meeting of
Meeting attended the Company dated 12-08-2023.
during the year
Remuneration None
details(Paid in 2022-
23)
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KHANDELWAL EXTRACTIONS LIMITED (CIN: L24241UP1981PLC005282) Regd. Office: 51/47 Naya Ganj, Kanpur-208001 E-mail:kelknp@yahoo.com Website: www.khandelwalextractions.com Phone: 9415330630

Attendance Slip

I/We hereby record my/our presence at the 41[st] Annual General Meeting of the Company to be held on Saturday, 23[rd] September 2023, at 4.00 P.M at 50 MIG Bungalow, W Block, Keshav Nagar, Kanpur 208014.

...................................... ...................................... ...................................... Member’s Folio No./BOID Member’s/Proxy’s name Member’s /Proxy’s Signature In Block Letters

Note: Please complete the Folio No./BOID and name, sign this Attendance Slip and hand it over at the ENTRANCE OF THE MEETING HALL.

PROXY FORM

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Name of the member(s):
Registered address:
E-mail ID:
Folio No./BOID:
I/We being the member(s) holding …………shares of Khandelwal Extractions Limited hereby
appoint:
1 Name…………………………… Address……………….
E-mail id………………………... Signature…………….. Or failing him;
2 Name……………………………. Address……………….
E-mail id……………………….. Signature……….. Or failing him;
3 Name…………………………… Address……………….
E-mail id…………………… Signature……………
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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 41[st] Annual General Meeting of the Company to be held at 50 MIG Bungalow, W Block, Keshav Nagar, Kanpur, 208014 on Saturday, 23[rd] September, 2023 at 4.00 p.m. and at any adjournment thereof in respect of such resolutions as indicated below:

Resolution No. RESOLUTIONS	Optional(  )
Ordinary Business	For Against
1. Adoption of Audited Financial Statements & Reports of the DirectorsandAuditorsfor the yearended 31stMarch,2023
2. Re-appointment of Mr. Dinesh Khandelwal who retires by rotation.
Special Business/Special Resolution
3. Re-appointment of Shri Vishwa Nath Khandelwal as Whole-time Director (Works)
4. Appointment of Mr. Prakhar Pandey as an Independent Director
	Affix Revenue Stamp of Rs.1/-

Signed this………..day of September, 2023 Signature of shareholder…………………………………… Signature of Proxy holder(s)………………..

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of Meeting.

2. For the Resolutions, Explanatory Statement and Notes please refer to the Notice of the 41[st] (Annual General Meeting.

MAP SHOWING VENUE OF ANNUAL GENERAL MEETING OF KHANDELWAL EXTRACTIONS LIMITED

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