Kingfa Science & Technology (India) Ltd — Proxy Solicitation & Information Statement 2020

Jun 11, 2020

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Date : 11[th] June, 2020

Corporate Relationship Department The Manager, Capital Market (Listing) BSE Limited, National Stock Exchange of India Limited Rotunda Building, P J Towers BandraKurla Complex, Mumbai- 400001 Bandra East, Mumbai -400051 Scrip Code / ID : 524019 / KINGFA Symbol : KINGFA

Sub.: Postal Ballot Notice for approval of proposed Amendments in the Memorandum of Association of Kingfa Science & Technology (India) Limited (“the Company”).

Dear Sir / Madam,

With reference to the captioned subject and in continuation of our letter dated 5[th] June, 2020, we are enclosing herewith the Postal Ballot Notice dated 5[th] June, 2020 seeking approval of Members of the Company by way of special resolution on the following matters:

• a. Alteration of Objects Clause in the Memorandum of Association of the Company by insertion of new activity proposed to be undertaken by the Company in addition to the existing activities of the Company.

• b. Alteration of Objects Clause and Liability Clause of Memorandum of Association of the Company to align with the provisions of the Companies Act, 2013.

Further, the calendar of events in connection with the postal ballot through remote e-voting process is as under:

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Sr. No. Particulars Schedule
1 Cut - off Date for identification of voting Friday, June 05, 2020
rights of the members
2 Date and time of commencement of remote Saturday, June 13, 2020 9:00 Hours IST
e-voting
3 Date and time of end of remote e-voting Sunday, July 12, 2020 17:00 Hours IST
4 Submission of report by the Scrutinizer On or before Tuesday, July 14, 2020
5 Date of declaration of results of voting On or before Tuesday, July 14, 2020
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In view of the COVID - 19 situation, we are submitting this disclosure/ announcement without Signature in Sd/- mode. You are requested to take the same on your record.

Thanking you, Yours faithfully, for Kingfa Science & Technology (India) Limited,

Sd/-

(NIRNOY SUR) Company Secretary

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(Formerly Hydro S & S Industries Ltd.)

CIN : L25209TN1983PLC010438 Regd. Office : Dhun Building, III Floor, 827, Anna Salai, Chennai - 600002. Tel: +44 – 28521736 Fax: +44 – 28520420. E-mail: cs@kingfaindia.com Website: www.kingfaindia.com

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(formerly Hydro S & S Industries Limited) CIN : L25209TN1983PLC010438

Registered Office : Dhun Building, III Floor, 827, Anna Salai, Chennai – 600 002 Phone : 044 – 28521736, Fax : 044 – 28520420, E–mail : cs@kingfaindia.com Website : www.kingfaindia.com

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POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given, pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’ ) read with the Companies (Management and Administration) Rules, 2014 (the ‘Rules’ ) (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the relaxations and clarifications issued by Ministry of Corporate Affairs (‘MCA’) vide General Circular No. 14/2020 dated April 8, 2020 and General Circular No. 17/2020 dated April 13, 2020 (‘Circulars’) , that the Special Resolutions appended below is proposed to be passed through electronic voting (remote e-voting). The proposed Special Resolutions together with the explanatory statement setting out the material facts and reasons for the passing of these Special Resolutions is being sent to you for your consideration.

In view of the situation arising due to Coronavirus (COVID-19) pandemic, MCA has issued Circulars giving certain relaxation in the provisions of the Act and the Rules for facilitating passing of resolutions by companies, realizing the challenges faced by the companies in providing physical Postal Ballot voting facility to Members. Accordingly, this Notice is being sent by email to all its Members whose email addresses are available in the beneficial ownership data of National Securities Depository Limited and Central Depository Services (India) Limited (‘Depositories’) and the record of the Registrar and Share Transfer Agent (‘RTA’) of the Company. For more details in this regard, your attention is invited to Note Nos. 2 to 6 of the Notes to this Notice.

The Board of Directors of the Company at their meeting held on June 05, 2020 has, subject to the approval of the Members of the Company by way of special resolutions and approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved the Alteration of Objects Clause and Liability Clause in the Memorandum of Association of the Company and consequent amendments to Memorandum of Association of Association of the Company.

The explanatory statement pursuant to Section 102 and other applicable provisions, if any, of the Act pertaining to the resolutions setting out the material facts concerning the each item and the reasons thereof is annexed hereto for your consideration.

The Company has appointed Mr.P.S.Srinivasan, Practising Company Secretary (C.P. No.3122) as Scrutinizer for conducting process of remote e-voting in accordance with the provisions of the Act, Rules and the MCA Circulars in a fair and transparent manner.

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The Members are requested to carefully read and follow the instructions on remote e-voting printed in the Notes to this Notice.

The scrutinizer will submit his report to the Chairman and/or to the Company Secretary duly authorized by him, after completion of the scrutiny and the results of voting will be declared on or before Tuesday, July 14, 2020 and will be displayed on the notice board at the Registered Office of the Company. The results will also be placed on the Company’s website www.kingfaindia.com and on the website of NSDL. The e-voting results and report of the Scrutinizer will be communicated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed.

Special Businesses:

ITEM NO.1

Alteration of Objects Clause in the Memorandum of Association of the Company

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

“ RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification or re-enactment thereof for the time being in force and the Rules framed there under, as amended from time to time, and subject to the approval of the Registrar of Companies, Chennai, Tamilnadu (“ROC”) and/or of any other statutory or regulatory authority, as may be necessary, Clause III (Objects Clause) of the Memorandum of Association of the Company, be and is hereby altered by inserting the following new paragraph under Clause III Sub-Clause A, after the existing paragraph 6 for additional line of business:

1. to carry on the business of designing, developing, manufacturing, buying, selling including exporting and importing, supplying, trading and dealing in, all kinds of Masks, all types of personal protective equipment’s, melt blown and its fabrics, environmental safety products, medical and non-medical Masks and its allied services and by-products for industrial use and healthcare.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted committee thereof) or any of the Directors, the Company Secretary or duly authorized officer of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto and to accept and carry out any modifications, alteration or changes to aforementioned resolution as may be suggested or directed by the Registrar of Companies or any other appropriate authority without requiring any further approval of the members of the Company and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution.”

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ITEM NO. 2

Alteration of Objects Clause and Liability Clause of Memorandum of Association to align with the provisions of the Companies Act, 2013:

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

“ RESOLVED THAT pursuant to provisions of Sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force (“ Act ”) and subject to such other approvals, sanctions and permissions as may be necessary, the consent of the members of the Company be and is hereby accorded to alter and amend existing Memorandum of Association of the Company as follows:

1. The heading of existing Clause III and sub-clause A thereof be and is hereby substituted and replaced as follows:

2. III.(A) THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:-

3. The heading of existing Clause III and sub-clause B be and is hereby substituted and replaced as follows:

   • (B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III.(A) ARE:-

4. By merging objects of the Memorandum of Association, mentioned in existing Clause III C – “The other objects for which the company is formed are:-” with existing Clause III B – “The objects that are incidental or ancillary to the attainment of the main objects are:-” and consequently changing the objects numbering as may be appropriate.

In existing Clause III B after paragraph 38, all the paragraphs 1 to 16 of existing Clause III C be and are hereby added in existing Clause III B and numbered as paragraphs 39 to 54.

After adding all its paragraphs 1 to 16 of existing Clause III C, with existing Clause III B as paragraphs 39 to 54, the heading Clause III C named as “The other objects for which the company is formed are:-” be and is hereby deleted.”

1. The Words “subject to section 58-A of the Companies Act, 1956” appearing in paragraph 21 of exiting Clause III B in the Memorandum of Association be and is hereby substituted and replaced by the words “subject to the relevant provisions of the Companies Act, 2013.”

2. The Words “clauses III A and III C” wherever appearing in the Memorandum of Association be and is hereby substituted and replaced by the words “clauses III.(A) and III.(B)”.

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1. The existing Clause IV be and is hereby substituted and replaced as follows:

2. IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

3. The words and figures “the Companies Act, 1956” wherever appearing in the Memorandum of Association be and is hereby substituted and replaced by the words and figures “the Companies Act, 2013” and reference of relevant provisions of the Companies Act, 1956 be and is hereby substituted and replaced with the reference of relevant provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted committee thereof) or any of the Directors, the Company Secretary or duly authorized officer of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto and to accept and carry out any modifications, alteration or changes to aforementioned resolution as may be suggested or directed by the Registrar of Companies or any other appropriate authority without requiring any further approval of the members of the Company and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution.”

By Order of the Board of Directors for Kingfa Science & Technology (India) Limited

Place : Pune NIRNOY SUR Date : 05.06.2020 Company Secretary

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘the Rules’) , in respect of the Special Resolutions is annexed hereto.

2. This Notice is being sent to the Members whose names appear in the List of Beneficial Owners received from National Securities Depository Limited / Central Depository Services (India) Limited (‘Depositories’) as at the close of business hours on Friday, June 05, 2020 (‘cut-off date’) . Members as on the cut-off date would be entitled to vote by way of e-voting and a person who is not a Member as on the cut-off date should treat this Notice for information purposes only. This Notice is being sent electronically to all Members whose e-mail addresses are registered with Integrated Registry Management Services Private Limited, Company’s Registrar and Share Transfer Agents (‘RTA’) , or the Depositories.

3. For Members whose e-mail addresses are not registered but mobile numbers are registered with RTA/Depositories, the weblink for downloading the Notice is being sent through SMS.

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1. Members who have not registered their email address and in consequence could not receive the notice may temporarily get their email address registered with the RTA, by clicking the link: https://www.integratedindia.in/kingfa.aspx and following the registration process as guided thereafter. Post successful registration of the email address, the Member will receive soft copy of the Notice and the procedure for e-voting along with the User ID and the Password to enable remote e-voting for this Notice. In case of any queries, Member may write to yuvraj@integratedindia.in.

Also, the Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as “Kingfa-Postal Ballot-Registration of e-mail Ids” to Registrar and Transfer Agent of the Company (RTA), i.e., Integrated Registry Management Services Private Limited at yuvraj@integratedindia.in or to the Company at cs@kingfaindia.com with name of registered shareholder(s), folio number(s)/DP Id/Client Id and Number of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.

1. It is clarified that for permanent registration of email address, the Members are however requested to register their email address, in respect of electronic holdings with the Depositories /Depository Participant and in respect of physical holdings with the RTA.

2. The Company will issue necessary advertisements in the newspaper / e-newspaper having all India circulation and the newspaper circulating in the District where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.

3. The Communication of the assent / dissent to the Special Resolutions proposed in the Notice would take place only through remote e-voting.

4. The voting period will commence on Saturday, June 13, 2020 9:00 Hours IST and will end on Sunday, July 12, 2020 17:00 Hours IST for the Members exercising their vote through electronic voting. The remote e-voting module shall be disabled by National Security Depository Limited (NSDL) for voting thereafter.

5. The Members whose names will appear in the Register of Members/ Record of Depositories as on Friday, June 05, 2020 will only be considered for voting. Voting rights shall be reckoned on the paid-up value of the shares mentioned against the name of the Member in the Register of the Members on Friday, June 05, 2020 .

6. The Scrutinizer will submit his report to the Chairman and/or to the Company Secretary duly authorized by him, after the completion of scrutiny and the Scrutinizer’s decision on the validity of a vote cast will be final and binding. The results of the remote e-voting will be declared on or before Tuesday, July 14, 2020 and will be displayed on the notice board at the Registered Office of the Company. The e-voting results and report of the Scrutinizer will be communicated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the company are listed and will also be placed on the Company’s website www.kingfaindia.com.

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1. The Special Resolutions in the Notice shall be deemed to be passed on the last date of voting period i.e. Sunday, July 12, 2020, if approved by the requisite majority.

2. The voting on the Special Resolutions proposed in this Notice will be done only by Electronic Voting (remote e-voting). As per the Section 2(65) of the Act, the term ‘Postal Ballot’ means voting by post or through any electronic mode. For avoidance of any doubt due to the general understanding of meaning of ‘postal ballot’ as voting by post (which is not contemplated in this Notice), the term ‘remote e-voting’ is consciously used in this Notice (instead of using the term ‘postal ballot’) which appropriately clarifies that the manner of voting on the Special Resolutions is restricted to voting only through remote e-voting.

13. Instructions for Voting through electronic means

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

The e-voting period begins on Saturday, June 13, 2020 9:00 Hours IST and ends on Sunday, July 12, 2020 17:00 Hours IST ). During this period, shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, June 05, 2020 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

The details of the process and manner for remote e-voting are explained herein below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical : Your User ID is:

• a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**).

• b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12** then your user ID is 12**).

• c) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001 and EVEN is 101456 then user ID is 101456001).

• Your password details are given below:

• a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c. How to retrieve your ‘initial password’?

  • i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • ii. If your email ID is not registered, the process is provided in the Notice and the shareholders are requested to follow the same.

• If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

• a. Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b. “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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• c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

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

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the Company.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pssrinivasan1939@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In

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such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or contact NSDL by e-mail at evoting@nsdl.co.in who will address the grievances connected with the voting by electronic means. Members may also write to the Company’s Registrar at the email address yuvraj@integratedindia.in or Company Secretary of the Company at the email address cs@kingfaindia.com.

2. Members can also update their mobile number and e-mail addresses in the user profile details of the folio which may be used for sending future communication(s).

3. However, if Members are already registered with NSDL for remote e-voting then they can use their existing user ID and password for casting their vote. If a member has forgotten the password, the password can be reset by using the “Forgot User Details/ Password” option available on www.evoting.nsdl.com or contact NSDL at toll free no.: 1800- 222-990.

4. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting.

5. Mr.P.S.Srinivasan, Practising Company Secretary (C.P. No.3122) have been appointed as the Scrutinizer to scrutinize the remote e-voting process in accordance with the provisions of the Act, Rules and the MCA Circulars in a fair and transparent manner

6. The documents referred to in Explanatory Statement will be available for inspection at the Registered Office of the Company and at the Company’s website: www.kingfaindia.com.

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

ITEM NO.1

Alteration of Objects Clause in the Memorandum of Association of the Company

Your company has been involved in the manufacture of Reinforced Polypropylene. In view of the COVID -19 pandemic outbreak across the globe and as part of corporate strategy, the Board of Directors felt that it is desirable to carry on the additional business of designing, developing, manufacturing, buying, selling including exporting and importing, supplying, trading and dealing in, all kinds of Masks, all types of personal protective equipment’s, melt blown and its fabrics, environmental safety products, medical and non-medical Masks and its allied services and by-products for industrial use and healthcare. For this purpose, company has to suitably incorporate new activity in the object clause of memorandum of association and this will enable the company to enlarge the area of operations of the Company and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

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Accordingly it is proposed, by virtue of applicable provisions of the Companies Act 2013 read with Companies (Management and Administration) Rules 2014, to seek an approval of the members by way of special resolution.

The Board of Directors recommends passing of a special resolution as set out at Item No.1 of this Notice, for the approval of the Members.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding, if any.

The draft of the altered Memorandum of Association is uploaded on the Company’s website at www.kingfaindia.com and is also available for inspection for the Members at the Registered Office of the Company during normal business hours on all working days from the date of dispatch of the Notice, up to the last date of voting through Postal Ballot through remote E-Voting.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ITEM NO.2

Alteration of Objects Clause and Liability Clause of Memorandum of Association to align with the provisions of the Companies Act, 2013:

The Members of the Company are aware that the Company was incorporated under the provisions of the Companies Act, 1956 and hence, the existing Memorandum of Association (“ existing MOA ”) of the Company is based on the provisions of the Companies Act, 1956. Further, the said Companies Act, 1956 has been repealed and replaced by the Companies Act, 2013 (“ the Act ”) pursuant to notification issued by the Ministry of Corporate Affairs and consequently, it is considered expedient to align the existing MOA of the Company with the format of Memorandum of Association for public companies limited by shares as prescribed under the Act.

The Board of Directors thought it proper to align the existing MOA with the applicable provisions of the Companies Act, 2013 and accordingly, vide resolution dated 5[th] June, 2020 approved and recommended, subject to approval of the members of the Company, the alteration in the Objects Clause (Clause III) and Liability Clause (Clause IV) of the existing MOA as set out in the special resolution at Item No. 2 of this Notice.

Pursuant to provisions of Section 13 and other applicable provisions, if any of the Act, alteration in the MOA of the Company requires the approval of the members by means of a special resolution. Further, the General Circular No. 14/2020 dated 8[th] April, 2020 and General Circular No. 17/2020 dated 13[th] April, 2020 issued by the Ministry of Corporate Affairs have allowed the companies to pass resolutions through Postal Ballot / E-Voting without holding a general meeting up to 30[th] June, 2020 or till further orders. In view of the above, the proposed special resolution has been circulated to be passed by the Members of the Company through Postal Ballot through remote E-Voting.

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The draft of the altered Memorandum of Association is uploaded on the Company’s website at www.kingfaindia.com and is also available for inspection for the Members at the Registered Office of the Company during normal business hours on all working days from the date of dispatch of the Notice, up to the last date of voting through Postal Ballot through remote E-Voting.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, directly or indirectly, concerned or interested (financial or otherwise) in the special resolution as set out in Item No. 2 of this Notice.

In the opinion of the Board, the proposed special resolution is in the interest of the Company and its shareholders and therefore, recommend passing of the special resolution as set out in Item No. 2 of this Notice.

This explanatory statement may also be regarded as a disclosure under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By Order of the Board of Directors for Kingfa Science & Technology (India) Limited Place : Pune NIRNOY SUR Date : 05.06.2020 Company Secretary

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