Kinetic Engineering Ltd. — AGM Information 2022

Sep 6, 2022

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KEL:SH:SE

Date:06 September 2022

To, The Manager-Corporate Relations Department BSE Limited, 1[st] Floor, P J Towers Fort, Mumbai- 400 001.

Scrip Code: BSE-500240

- - - Subject: Intimation regarding: Annual General Meeting, Cut off date for the purpose of E voting and E voting period

Dear Sir/Madam,

This is to inform that Annual General Meeting (AGM) of the Company is scheduled to be held on Thursday, 29[th ] September 2022 at 11:30 a.m. (IST) through Video Conferencing / Other Audio-Visual means in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (“Relevant Circulars”) to transact the following business –

Ordinary Business:

1. To consider and adopt the audited financial statements of the Company for the financial year ended 31 March 2022, together with the Directors’ and Auditors’ Reports thereon.

2. To appoint a director in place of Mr. Ajinkya Firodia (DIN No. 00332204) who retires by rotation and being eligible, offers himself for reappointment.

3. Re-appointment of Pawan Jain & Associates (Practicing CA Firm Reg. No. 107867W), as Statutory Auditors of the Company and to fix their remuneration.

Special Business:

1. Issue of Equity Shares on Preferential basis to Micro Age Instruments Private Ltd.

The remote e-voting facility will be available during the following period: -

Commencement of remote e-voting: - Monday, 26 September 2022 at 9.00 A.M (IST) Closure of remote e-voting: - Wednesday, 28 September 2022 till 5.00 P.M (IST)

Pursuant to Section 108 of the Companies Act, 2013, read with the Rule 20 of the Companies Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fixed Thursday, 22 September 2022 as the Cut-off date for the purpose of determining the members eligible to cast their vote through remote e-voting or voting at the venue of AGM.

The communication relating to remote e-voting, inter-alia, containing User ID and password along with Notice convening the AGM has been e-mailed to the Members whose e-mail IDs are registered with the Company or Depository Participant. This communication and the Notice of the AGM are also available on

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the website of the Company at www.kineticindia.com and on the website of CDSL at www.evotingindia.com.

AGM Notice is enclosed herewith

Thanking you,

Yours faithfully,

For Kinetic Engineering Limited

Digitally signed by CHAITANYA MUNDRA DN: c=IN, postalCode=768201, CHAITAN st=ORISSA, street=JHARSUGUDA 768201, l=JHARSUGUDA, o=Personal, title=4221, serialNumber=84305ab3c8129dea3fde8e 633d832d7e0d39b0ec0224902040acf6e d0c800da6, YA pseudonym=422120220901122344932, 2.5.4.20=5569253151ca719b4e2cfc6d0fe fd8b56e4e8b53e1e9b7f471a2381ca5995 623, MUNDRA email=CSCHAITANYAMUNDRA@GMAIL.COM, cn=CHAITANYA MUNDRA Date: 2022.09.06 15:13:51 +05'30'

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Chaitanya Mundra Company Secretary and Compliance Officer Membership No. ACS 57832

Encl: As above

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51[ST] ANNUAL REPORT 2021-2022

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KINETIC ENGINEERING LIMITED

CIN: L35912MH1970PLC014819

Regd. Office: D-1 Block, Plot No. 18/2, MIDC, Chinchwad, Pune - 411019 MH India Tel.: +91 20 661402049 Fax: +91 20 6614 2088/89

E-mail: kelinvestors@kineticindia.com Website: www.kineticindia.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that an Annual General Meeting of the shareholders of Kinetic Engineering Limited will be held on Thursday, 29[th] September 2022 at 11:30 a.m . IST, through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') facility to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the audited financial statements of the Company for the financial year ended 31 March 2022, together with the Directors’ and Auditors’ Reports thereon.

2. To appoint a director in place of Mr. Ajinkya Firodia (DIN No. 00332204) who retires by rotation and being eligible, offers himself for reappointment.

3. Re-appointment of Pawan Jain & Associates (Practicing CA Firm Reg. No. 107867W), as Statutory Auditors of the Company and to fix their remuneration.

“RESOLVED THAT pursuant to the provisions of section 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), read with Companies (Audit and Auditors) Rules, 2014, based on the recommendations of the Audit committee and the Board, Pawan Jain & Associates (Practicing CA Firm Reg. No. 107867W), who have offered themselves for appointment and have confirmed their eligibility to be reappointed as Statutory Auditors in terms of Section 141 of the Act and applicable rules be and is hereby appointed as Statutory Auditors of the Company, to hold office from the conclusion of 51[st] annual general meeting until the conclusion of 56[th] annual general meeting to conduct audit of accounts of the Company for the financial year ending 31 March 2023 till 31 March 2027, at a remuneration mentioned in the statement annexed herewith.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board of Directors of the Company (which expression shall include any Committee thereof, whether constituted or to be constituted) be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to implementation of the aforesaid resolution including but not limited to determination of roles and responsibilities / scope of work of the Statutory Auditors, negotiating, finalising, amending, signing, delivering, executing, the terms of appointment, any increase in remuneration including any contracts or documents in this regard, without being required to seek any further consent or approval of the members of the Company.”

SPECIAL BUSINESS:

1. Issue of Equity Shares on Preferential basis to Micro Age Instruments Private Ltd.

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

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“RESOLVED THAT pursuant to 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made thereunder (including any statutory modification(s) or re-enactments thereof for the time being in force), Memorandum and Articles of Association of the Company, and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), as amended from time to time, the listing agreements entered into by the Company with BSE Limited on which the equity shares of the Company having face value of INR 10.00 each (“Equity Shares”) are listed, the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended (the “SEBI SAST Regulations”) and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), BSE Limited (“Stock Exchange”) and/or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”), wherever applicable and subject to such approvals, consents and permissions as may be necessary or required and subject to such conditions as may be applicable (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case may be required) by any other regulatory authorities which may be agreed to and/or accepted by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any duly constituted/to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of the Members of the Company be and is here by accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”) to create, offer, issue, and allot up to 8,79,310 (INR Eight Lakh Seventy Nine Thousand Three Hundred and Ten) Equity Shares of the face value of INR 10.00 each (INR Ten Only) fully paid up at an Issue Price of INR 116 (INR One Hundred and Sixteen only) including Premium of INR 106 (INR One Hundred and Six only) per share aggregating to INR 10,19,99,960 (INR Ten Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred and Sixty only) to Micro Age Instruments Private Ltd. on preferential basis, on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws and in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018 or any other applicable provisions of law as may be prevailing as on date.

Sr. No.	Name of the Proposed Allottee	Category	Number of Equity Shares
1.	Micro Age Instruments Private Ltd.	Promoter	8,79,310
Total			8,79,310

RESOLVED FURTHER THAT the Equity Shares proposed to be allotted in terms of this resolution shall be subject to the following:

• The Equity Shares to be allotted to the Proposed Allottee shall be under lock-in for such period as may be prescribed by the SEBI (ICDR) Regulations, 2018;

• The Equity Shares so allotted to the Proposed Allottee under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations, 2018 except to the extent and in the manner permitted thereunder;

• Allotment shall only be made in dematerialized form;

• The 'Relevant Date' for the purpose of determining the minimum issue price of the Equity Shares proposed to be allotted to the above mentioned allottee is 30[th] August, 2022 i.e. being the date which is 30 days prior to the date of AGM;

• The allotment of Equity Shares is proposed to be completed within a maximum period of 15 days from the date of passing this resolution, provided that where the allotment is pending on account of pendency of any approval by any regulatory authority, or the Central Government, then the allotment

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shall be completed within 15 days from the date of receipt of such approval;

• The Equity Shares proposed to be issued shall rank pari passu with the existing Equity Shares of the Company in all respects and that the Equity Shares so allotted shall be entitled to the dividend declared, if any, including other corporate benefits, if any, for which the book closure or the record date falls subsequent to the allotment of Equity Shares. The issue and allotment of Equity Shares be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT pursuant to the provision of the Companies Act 2013, the name of the Subscriber be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Subscriber inviting the Subscriber to subscribe to the Equity Shares, as per the draft tabled at the Meeting and duly initialed by the Chairman for the purpose of identification and consent of the Company is here by accorded to the issuance of the same to the Subscriber to the Equity shares.

RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any modification(s) in the terms of issue of Equity Shares, subject to the provisions of the Act and the SEBI ICDR Regulations, without being required to seek any further consent or approval of the Members.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorized on behalf of the Company to take all actions and to do all such acts, deeds, matters and things and perform such actions as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, authorize any person including to seek listing, apply for in principle listing approval of the Equity Shares to be issued and allotted to the above mentioned allottee, to modify, accept and give effect to any modifications in the terms and conditions of the issue(s) as may be they deem fit, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchange as appropriate and utilization of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the fore going and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any one or more Directors / Key Managerial Personnel / Officers of the Company.

RESOLVED FURTHER THAT all action(s) taken by the Board or Committee(s) thereof, any Director(s)/Company Secretary or Officer(s) or any other authorized signatory/ies of the Company in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified and confirmed in all respects.”

By Order of the Board of Directors For Kinetic Engineering Limited

Date: 30 August 2022 Place: Pune

A. H. Firodia Chairman (DIN: 00057324)

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NOTES:

1. In pursuant to the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021 and General Circular No. 02/2022 dated May 05, 2022 (collectively referred to as “MCA Circulars”) issued by the Ministry of Corporate Affairs (“MCA”) and Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India (“SEBI”) and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has decided to hold its Annual General Meeting (AGM) through Videoconferencing (“VC”) or other audio visual means (“OAVM”) (hereinafter referred to as “electronic means”) i.e. without the physical presence of the members. The deemed venue for the AGM shall be the registered office of the Company.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing 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’s 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 will be provided by CDSL.

3. 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.

4. 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.

5. Pursuant to MCA Circular No. 14/2020 dated April 08, 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.

6. 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.kineticindia.com. The Notice can also be accessed from the websites of the Stock Exchanges 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.

7. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars stated above in point no. 1.

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THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

• (i) The voting period will commence at 9.00 a.m. (IST) on Monday, 26 September 2022 and will end at 5.00 p.m. (IST) on Wednesday, 28 September 2022. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 22 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 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 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.

• (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 above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

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 arehttps://web.cdslindia.com/myeasi/home/login or visitwww.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 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

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		51ST ANNUAL REPORT 2021-2022 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 or click on https://evoting.cdslindia.com/Evoting/EvotingLoginThe 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 withNSDL	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.comeither 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 & votingduringthe 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

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	51ST ANNUAL REPORT 2021-2022
**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 1800 22 55 33
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 toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meetings 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.

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	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.
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 relevant 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.

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• (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) 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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• 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; kelinvestors@kineticindia.com), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for 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 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.

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1. 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.

2. 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 7 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 7 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.

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

4. 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.

5. 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.

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 attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 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, 25[th] 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 on 1800 22 55 33.

1. General Instructions:

2. (i) The Board of Directors have appointed M/s Dinesh Birla & Associates as the Scrutinizer to the e- voting process, and voting at the AGM in a fair and transparent manner.

3. (ii) The Chairman shall formally propose to the members participating through VC/OAVM facility to vote on the resolutions as set out in the Notice of the AGM and announce the start of the casting of vote through the e-voting system of CDSL.

4. (iii) The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes through e-voting and make a consolidated

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Scrutinizers' report of the total votes cast in favor or against, if any, to the Chairman who shall countersign the same.

• (iv) The scrutinizer shall submit his report to the Chairman as the case may be, who shall declare the result of the voting. The results declared along with the scrutinizer's report shall be placed on the Company's website and shall also be communicated to the stock exchanges. The resolutions shall be deemed to be passed at the AGM of the Company.

• The Scrutinizer shall make, not later than 48 hours of the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman/person of the Meeting or a person authorized by him/her in writing, who shall countersign the same and declare the results of the voting forthwith.

• The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company www.kineticindia.com, on the website of BSE Limited www.bseindia.com and also on the website of CDSL at www.evotingindia.com immediately after the declaration of result by the Chairman/person of the Meeting or the person authorized by him / her in writing.

• On receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the AGM.

By Order of the Board of Directors For Kinetic Engineering Limited

Date: 30 August 2022 Place: Pune

A. H. Firodia Chairman (DIN: 00057324)

*Members are requested to support the "Green Initiative" by registering their email address with the Registrar & Share Transfer Agent (RTA)/Company, if not already done.

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As required by Section 102 of the Companies Act, 2013 (the "Act"), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item no. 2, 3 and 4 of the accompanying Notice dated 30 August 2022

Item No. 2: To appoint a director in place of Mr. Ajinkya Firodia who retires by rotation and being eligible, offers himself for reappointment.

Annexure - A

ffers himself for reappointment. Annexure - A	ffers himself for reappointment. Annexure - A
Details of Director seeking appointment/ re-appointment at the Annual General Meeting [In pursuance of Corporate Governance provision of Listing Regulations, 2015)
Name of the Director	Mr. Ajinkya Firodia
Date of Birth (Age)	24-10-1979
DIN	00332204
Date of Appointment	06-04-2009
Qualification	B.E. from Brown University, USA
Directorship as on 31stMarch, 2022	1. Kinetic Engineering Ltd 2. Kinetic Green Energy and Power Solutions Limited 3. Kinetic Auto Limited 4. Jaya Hind Mechanics Limited 5. Kinetic Hyundai Elevator and Movement Technologies Limited 6. MV Agusta India Private Limited 7. Motoroyale Kinetic Private Limited 8. Motoroyale India Private Limited
Chairmanship/Membership of Committees of other Companies as on 31stMarch, 2022.	Nil
Shareholding in the Company	21,24,055 (Equity Shares)

Item No. 3 - Reappointment of Pawan Jain & Associates (Practicing CA Firm Reg. No. 107867W), as Statutory Auditors of the Company and to fix their remuneration.

As per the provisions of section 139 of Companies Act, 2013 (‘the Act’), every company shall appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting. Pursuant to section 139(2) of the Act, no listed company shall appoint an audit firm as auditor for more than two terms of five consecutive years.

The current Auditors, Pawan Jain & Associates, Chartered Accountants were appointed on 29 September 2017 as the statutory auditors of the Company from the conclusion of 46[th] annual general meeting till the conclusion of 51[st] annual general meeting, covering a term of five consecutive years of the first term. Accordingly, the first term of statutory auditors expires at the conclusion of the ensuing 51[st] annual general meeting.

In view of the above, it is now proposed to consider reappointing Pawan Jain & Associates (Practicing CA Firm Reg. No. 107867W as Statutory Auditors of the Company, from the conclusion of 51[st] annual general meeting till the conclusion of 56[th] annual general meeting, covering term of further five consecutive years.

The Statutory Auditors have confirmed that their appointment, if made, will be within the limit specified under Section 144 of the Act. They have also confirmed that they are not disqualified to be appointed as

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statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Pursuant to Regulation 36(5) of SEBI Listing Regulations, the following details are mentioned below for the information of Members:

Proposed audit fee payable to auditors	The fees proposed to be paid to Pawan Jain & Associates, towards statutory audit and limited review (including certifications but excluding applicable taxes and reimbursements) to be determine by Board as it may deem fit for the said term.
Terms of appointment	Pawan Jain & Associates, if appointed, will be Statutory Auditors of the Company for a period of further five years from the conclusion of 51stannual general meeting till the conclusion of 56thannual general meeting, i.e., for the financial years ending from 31 March 2023 to 31 March 2027.
Material change in fee payable	No material change in fee.
Basis of recommendation and auditor credentials	The Audit Committee and the Board of Directors based on the credentials of the firm and partners and eligibility criteria prescribed under the Companies Act, 2013, recommends the appointment of Pawan Jain & Associates, as the Statutory auditors of the Company. Brief Profile – Pawan Jain & Associates, is a Chartered Accountant firm registered with The Institute of Chartered Accountants of India (“ICAI”) with Firm Registration No. 107867W. The firm was established in 01/04/1981. The firm provides a range of services which include audit & assurance,advisory& accounting.

Item No. 4 – Issue of Equity Shares on Preferential basis to Micro Age Instruments Private Ltd.

The Special Resolutions under Item No 4 is proposed for Members approval. The Board has resolved to create, issue, offer and allot up 8,79,310 (INR Eight Lakh Seventy Nine Thousand Three Hundred and Ten) Equity Shares of the face value of INR 10.00 each (INR Ten Only) fully paid up at an Issue Price of INR 116 (INR One Hundred and Sixteen only) including Premium of INR 106 (INR One Hundred and Six only) per share aggregating to INR 10,19,99,960 (INR Ten Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred and Sixty only) to Micro Age Instruments Private Ltd. on a preferential basis in such manner and on such terms and conditions as prescribed under SEBI (ICDR) Regulations, 2018 and in compliance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) second amendment Rules, 2018 and the Companies (Share Capital and Debentures) Rules, 2014.

The details are as follows:-

Sr. No.	Name of the proposed allottee	Amount	Number of Equity Shares to be issued / allotted
1.	Micro Age Instruments Private Ltd.	INR 10,19,99,960 (INR Ten Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred and Sixty only)	8,79,310 equity shares @ INR 116 Issue Price

Disclosure under Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the 'SEBI ICDR Regulations') are as under:

1. Object of the Issue through preferential Allotment:

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The object is to issue equity shares to Micro Age Instruments Private Ltd. as specified in the Resolution.

2. Type and Number of Securities to be issued:

The Board of Directors at its meeting held on 30[th] August, 2022 had, subject to the approval of the Members and such other approvals as may be required, approved the issuance of up to 8,79,310 Equity Shares at a price of INR 116 each, aggregating to INR 10,19,99,960 (INR Ten Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred and Sixty only)

3. Pricing of the Issue, Class of Proposed Allottee and Relevant Date:

The price of equity shares to be issued is fixed at INR 116/- (INR One Hundred and Sixteen only) per equity share of INR 10.00 (Face Value) each for preferential issue. The shares of the Company are frequently traded on the BSE Limited, hence the price is determined in compliance with Regulation 164 of SEBI (ICDR) Regulations, 2018.

A certificate from Independent Valuer confirming the minimum price for preferential issue as per preferential issue guidelines of SEBI (ICDR) Regulations, 2018 along with the calculation thereof is obtained and the same is available for inspection at the Registered Office of the Company.

Accordingly, the number of Equity Shares proposed to be issued is as under:

Sr. No.	Name of the Proposed Allottee	No. of Equity Shares
1.	Micro Age Instruments Private Ltd.	8,79,310 Equity Shares

The Relevant Date on the basis of which the price of the Equity Shares will be calculated is 30[th] August, 2022, i.e. working day immediately preceding the date 30 days prior to the date of the AGM.

The current and proposed status of the allottee(s) post the preferential issues is the same as promoter and the Maximum number of specified securities to be issued is 8,79,310

4. Intention of Promoters, directors or key managerial personnel to subscribe to the offer:

The Equity Shares shall be issued to Micro Age Instruments Private Ltd. The Micro Age Instruments Private Ltd. has indicated intention for an amount of INR 10,19,99,960 (INR Ten Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred and Sixty only) by way of Preferential Issue. None of the other Directors or Key Managerial Personnel of the Company intend to subscribe to any of the Equity Shares proposed to be issued under the Preferential Issue.

1. Identity of the Proposed Allottee(s) and the Percentage of Post Preferential Issue Capital:

The details of the proposed allottee and the percentage of post preferential issue shall be :-

Sr. No.	Name of Applicant along with PAN & address	Pre-Preferential Holding- before allotment of Equity	Pre-Preferential Holding- before allotment of Equity	Post-Preferential Holding- after allotment of Equity	Post-Preferential Holding- after allotment of Equity
1.	Micro Age Instruments Private Ltd. PAN: AABCM1787E Address: D-1 Block, Plot 18/2, MIDC, Chinchwad,Pune,Maharashtra 411019	No. of shares	%	No. of shares	%
		39,53,683	20.81	48,32,993	24.32

1. Proposed time within which the allotment shall be completed:

As required under the SEBI ICDR Regulations, the Equity Shares shall be allotted by the Company within a period of 15 days from the date of passing of this Resolution, provided that where the allotment of the proposed Equity Shares is pending on account of receipt of any approval or permission from any regulatory or statutory authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

7. Change in control, if any, of the Company that would occur consequent to preferential offer:

There shall be no change in control of the Company pursuant to the issue of Equity Shares.

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1. Number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

The Board allotted 2,93,569 Equity Shares at a price of Rs. 92.50 per Equity Share (including Rs. 82.50/- as premium) to Mr. Ajinkya Firodia, Managing Director & Promoter of the Company upon conversion of loan given by him to the Company aggregating to Rs. 2,71,55,133/- on preferential basis.

1. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable as this issue is not for consideration other than cash.

1. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control:

Arun Firodia Trust holds majority share capital of the proposed allottee M/s. Micro Age Instruments Private Limited as on the date of this notice. Mrs. Jayshree Firodia and Mr. Ajinkya Firodia are the Trustees and Mr. Arun Firodia is ultimate beneficial owner of the said trust.

1. Disclosures specified in Schedule VI of SEBI (ICDR) Regulations, 2018, if the issuer or any of its promoters or directors is a willful defaulter:

The Company and none of its Directors or Promoter have been declared as a willful defaulter as defined under the SEBI ICDR Regulations. None of its Directors or Promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations. Hence, the said disclosure required under Schedule VI of SEBI (ICDR) Regulations, 2018 is not applicable.

1. The current and proposed status of the allottee(s) post the preferential issues:

The allotee is a promoter of the Company and will be continue as promoter post the allotment of proposed preferential issue.

1. Certificate of practicing company secretary:

The certificate from M/s Dinesh Birla & Associates, practicing company secretary, certifying that the Preferential Issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations will be kept open for inspection by members on all working days (except Saturday and Sunday) between 11:00 a.m. (IST) to 4:00 p.m. (IST) during the period of Remote E- voting under AGM. The company also hosted the certificate on its website www.kineticindia.com and following link https://www.kineticindia.com/investors.html

1. Shareholding Pattern before and after preferential issue of the capital would be as follows:

The pre issue and post issue shareholding pattern of the Company –

Sr. No.	Category	Pre Issue of Equity Shares	Pre Issue of Equity Shares	Post Issue of Equity Shares	Post Issue of Equity Shares
		No. of Shares Held	% of Share Holding	No. of Shares Held	% of Share Holding
A	Promoters Holding –
	1. Indian
	Individual	60,34,692	31.76	60,34,692	30.36
	Body Corporate	39,53,683	20.81	48,32,993	24.32
	Sub Total	99,88,375	52.57	1,08,67,685	54.68
	2. Foreign Promoters	-	-	-
	Sub Total (A)	99,88,375	52.57	1,08,67,685	54.68

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				51ST ANNUAL	REPORT 2021-202
B	Non-Promoters Holding –
	1. Institutional investors	3525	0.02	3525	0.02
	2. Non-Institution
	Corporate Bodies	30,63,221	16.12	30,63,221	15.41
	Directors	39,574	0.21	39,574	0.20
	Indian Public	53,57,480	28.20	53,57,480	26.95
	Others (Including NRIs)	5,45,015	2.87	5,45,015	2.74
	Sub Total (B)	90,08,815	47.43	90,08,815	45.32
	Grand Total (A+B)	1,89,97,190	100.00	1,98,76,500	100.00

15. Lock-in Period:

The Equity Shares will be subject to applicable lock-in and transfer restrictions stipulated as per amended ICDR Regulations 2018.

16. Undertakings:

The Company hereby undertakes that,

• (i) It would re-compute the price of the securities specified above in terms of the provisions of SEBI (ICDR) Regulations, where it is so required;

• (ii) If the amount payable, if any, on account of the re-computation of price is not paid within the time stipulated in SEBI (ICDR) Regulations the above shares shall continue to be locked-in till the time such amount is paid by the allottees.

In accordance with the SEBI ICDR Regulations,

• (i) All the Equity Shares held by the proposed allottees in the Company are in dematerialized form only; (ii) No person belonging to the promoters / promoter group have sold / transferred any Equity Shares of the Company during 90 trading days preceding the Relevant Date;

• (iii) The entire pre-preferential holding of the proposed allottee will be under lock in for a period commencing from the Relevant Date up to a period 90 trading days from the date of trading approval granted by the stock exchange;

• (iv) No person belonging to the promoters / promoter group has previously subscribed to any equity shares / warrants of the Company but failed to exercise them; and

• (v) The shares of the Company are frequently traded on the BSE Limited, hence the price is determined in compliance with Regulation 164 of SEBI (ICDR) Regulations, 2018.

17. Other disclosures:

In accordance with the provisions of Sections 23(1)(b), 42 and 62(1)(c) of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the said Equity Shares to Micro Age Instruments Private Ltd. is being sought by way of a Special Resolution as set out in the said items of the Notice. Issue of the Equity Shares pursuant to the Preferential Issue would be within the Authorized Share Capital of the Company.

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and, therefore, recommends the Special Resolution as specified under Item No. 4 of the accompanying Notice for approval of the Members of the Company.

Mr. Ajinkya A. Firodia, Mr. Arun H. Firodia, Dr. Jayashree A. Firodia and Ms. Sulajja Firodia Motwani, may be deemed to be interested in the resolution. Except them, none of the Directors, Key Managerial Personnel of the Company or their respective relatives, are concerned or interested in the above said resolution. However, they may be deemed to be concerned to the extent of change in the percentage of their voting rights in the post equity shareholding in the Company, if any.

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Further Micro Age Instruments Private Ltd., have not been debarred from accessing the capital market or have been restrained by any regulatory authority from, directly or indirectly, acquiring the said securities. The Offers have been made only to such persons whose names are recorded by the Company prior to the invitation to subscribe as per the requirements of Section 42 of the Companies Act, 2013 Total number of person to whom offer/invitation to subscribe to the securities has been made, including any previous offer/ invitation, is not more than 200 persons in aggregate in a financial year. Allotment w.r.t invitation made earlier of the security offered under present issue or any other kind of security made earlier have been completed.

The company or its promoters or whole-time directors are not in violation of the provisions of Regulation 34 of the SEBI Delisting Regulations, 2021. The company, its promoters, its directors are not in violation of the restrictions imposed by SEBI under SEBI circular no. SEBI/HO/ MRD/DSA/CIR/P/2017/92 dated August 01, 2017. The Company does not have any outstanding dues to SEBI, stock exchanges or depositories.

By Order of the Board of Directors For Kinetic Engineering Limited

Date: 30 August 2022 Place: Pune

A. H. Firodia Chairman (DIN: 00057324)

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