Kothari Industrial Corpn. Ltd. — Proxy Solicitation & Information Statement 2021

Nov 15, 2021

KOTHARI INDUSTRIAL CORPORATION LIMITED

CIN No.L24110TN1970PLC005865 "Kothari Buildings" No.114/117, Mahatma Gandhi Salai Nungambakkam, Chennai - 600 034 Ph: +91 44 2833 4565 | Fax: +91 44 2833 4581 E-mail: enquiries@kotharis.in | www.kotharis.in

Date: 15^th November, 2021

To. The BSE Limited. P.J Towers. Dalal Street, Mumbai - 400 001

Dear Sir/Madam,

Sub: Notice of the Extra-Ordinary General Meeting of the Company

In pursuance to Regulation 30(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the following intimation is being made that: Notice is hereby given that the Extra Ordinary General Meeting of the Company is scheduled to be held on Tuesday, the 07th December 2021 at 11.00 a.m. through video conferencing / Other Audio-Visual Means ("VC/OAVM"). Please find enclosed the Notice of the Extra Ordinary General Meeting.

This is for your information and necessary records.

Thanking you,

Yours Faithfully, For Kothari Industrial Corporation Limited

Anil Kuran Padhiani Anil Kumar Padhiali Company Secretary and Compliance Officer

KOTHARI INDUSTRIAL CORPORATION LIMITED

CIN No. L24110TN1970PLC005865

Regd. Office : "Kothari Buildings", 114, Mahathma Gandhi Salai, Nungambakkam, Chennai 600 034

Email: enquiries@kotharis.in | Website: www.kotharis.in | Tel.No.+91 044-28334565

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra-Ordinary General Meeting of the company will be th held on Tuesday, the 07 December 2021 at 11.00 a.m. through video conferencing / Other Audio-Visual Means ("VC/OAVM") to transact the following business:

SPECIAL BUSINESS:

ITEM NO-1

Lease of factory with Business arrangements and Modernization to M/s Coromandel International Limited :

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 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or reenactment thereof for the time being in force), and the enabling provisions in the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and subject to such other approvals, consents and permissions being obtained from the appropriate authorities to the extent applicable and necessary, the approval and consent of the Members be and is hereby accorded to the Board of Directors of the Company, to give the company's fertilizer factory situated at Kathivakkam Village, Ennore, Chennai-600057, on lease for business arrangements and modernization of factory by Coromandel International Limited with their own investment at interest free cost as per the guidelines of Department of Fertilizers (DOF) and also for manufacturing Single SuperPhosphate(SSP) with all plant and machinery and other accessories fully required for the manufacturing process, to M/s.Coromandel International Limited for a period of 5 years and for such consideration/value and on such other terms and conditions as may be mutually decided between the Company and Coromandel International Limited (lessee).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to negotiate and finalize the terms and conditions of aforesaid lease transaction with lessee, execute lease deed and any other necessary documents like NOC etc - with effect from such date and in such manner as may be decided by the Board and to do all such acts, deeds and things as may be required in this regard and to delegate all or any of its powers herein conferred to any Director or Key Managerial Personnel of the Company to give effect to this resolution."

By Order of the Board of Directors For KOTHARI INDUSTRIAL CORPORATION LIMITED PRADIP D KOTHARI Place : Chennai CHAIRMAN Date : 12.11.2021 DIN: 01315682

Important Notes:-

• 1. In view of the outbreak of the COVID-19 pandemic, and in compliance with the provisions of the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 , 39/ 2020 dated December 31, 2020 and Circular no. 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs (referred to as the "MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and read with circular No. SEBI/HOCFD/CMD2/CIR/P/2021/11 dated 15th January 2021 issued by the Securities and Exchange Board of India ("SEBI") and in compliance with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the EGM of the Company is being conducted through VC/OAVM Facility, which does not require the physical presence of members at a common venue.
• 1. Central Depository Services (India) Limited (CDSL) will be providing facility for voting through remote e-Voting, for participation in the EGM through VC / OAVM Facility and e-Voting during the EGM.
• 1. Members may join the EGM through VC/OAVM Facility by following the procedure as mentioned below which shall be kept open for the Members from 10.45 a.m. IST i.e., 15 minutes before the time scheduled to start the EGM and the Company may close the window for joining the VC/OAVM Facility 15 minutes after the scheduled time to start the EGM.
• 1. Members may note that the VC /OAVM Facility, provided by CDSL, allows participation of at least 1,000 Members on a first-come-first-served basis. The large shareholders (i.e. 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 and Auditors can attend the EGM without any restriction on account of the first-come firstserved principle.
• 1. In compliance with the aforesaid MCAand SEBI Circulars, the notice of the EGM 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 of EGM will also be available on the Company's website www.kotharis.in, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia. com, and on the website of CDSL at www.evotingindia.com. The member holding shares in physical form and who have not registered their email id may register their email id by sending a signed request letter mentioning name, folio number, complete address, self-attested copy of PAN, selfattested copy of Driving Licence/Passport/Bank Statement/Aadhar, supporting the registered address of the member, copy of the share certificate (front & back) and the email id to be registered to yuvraj@integratedindia,in. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.
• 1. In terms of the MCA and SEBI Circulars since the physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, Members will not be entitled to appoint Proxy(ies) to attend and vote. However, in pursuance of section 112 and section 113 of the Companies Act, 2013, representatives of the members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the meeting held through VC.
• 1. Members whose names are recorded in the Register of Members of the Company as on th 30 November, 2021 will be entitled to cast their votes. A person who is not a member as th on 30 November, 2021 should treat this Notice for information purpose only.
• 1. The Register of the Members and Share Transfer Books of the Company shall remain closed from 01.12.2021 to 07.12.2021 (Both days inclusive) for the purpose of EGM.
• 1. Attendance of members through VC shall be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.
• 1. An Explanatory Statement required under Section 102(1) of the Companies Act, 2013 in respect of the Special Business is annexed herewith and forms part of the Notice.
• 1. Members holding shares in physical form are requested to register their email id for receiving an electronic copy of the EGM Notice and also notify immediately any change in their address/E-mail address to the Company/its Share Transfer Agents.
• 1. Members holding shares in electronic form are requested to advise change of address/Email address to their Depository Participants.
• 1. Corporate members intending to make their authorised representatives to attend the Meeting through VC are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting held through VC.

14. The instructions to shareholders for remote e-voting and e-voting during EGM and joining meeting through VC/OAVM are as under:

• th th (I) The voting period begins on 04 December 2021 at 09.00 a.m. and ends on 06 December 2021 at 05.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off th date of 30 November 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSLfor 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 abovesaid 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 with CDSL	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi.
	2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' website directly.
	3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration
	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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.

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with NSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select " R e g i s t e r On l i n e f o r I D eAS "Po rt a l o r c l i c k a t https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
• (i) The shareholders should log on to the e-voting website www.evotingindia.com.
• (ii) Click on Shareholders.
• (iii) Now Enter your User ID
• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,
• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically

• (iv) Next enter the Image Verification as displayed and Click on Login.
• (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vi) If you are a first-time user follow the steps given below:
• (vii)

	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)
	w Members who have not updated their PAN with the Company/RTA/Depository Participant are requested to use the first two letters of their name and the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name of the CAPITAL

	letters. Example, if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. (Sl. No. mentioned in your address label can be used as Sequence No. for this purpose)
Dividend Bank Details OR Date of Birth (DOB)	w 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.
	w If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.
• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.
• (x) For Members holding shares in physical form, the details can be used only for evoting on the resolutions contained in this Notice.
• (xi) Click on the EVSN for the relevant Company Name "KOTHARI INDUSTRIAL CORPORATION LIMITED" on which you choose to vote.
• (xii) 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.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiv) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• (xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xix) Note for Non Individual Shareholders and Custodians
• § 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.
• § Ascanned 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 l ist of accounts l inked in the login should be mai led to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• § Ascanned 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; nganesanassociates@yahoo.com & enquiries@kotharis.in, if they have voted from individual tab & not uploaded same in the CDSLe-voting system for the scrutinizer to verify the same.

(19) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

• 1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.
• 1. 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 evoting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss 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.
• 1. 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 03 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at companysecretary@kotharis.in .
• 1. The Shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 03 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at companysecretary@kotharis.in. These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Only those shareholders, who are present in the EGM 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 EGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the EGM 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.

(20) 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 s c a n n e d c o p y o f A a d h a r C a r d ) b y e m a i l t o c o m p a n y / r t a e m a i l i d viz:companysecretary@kotharis.in/yuvraj@integratedindia.in
• 1. For demat shareholders Please update your email id & mobile no. with your respective depository Participant (DP).
• 1. 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 EGM & e-Voting from the CDSLe-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

General:

• a) After dispatch of the notice, any person who acquires shares of the Company and becomes th member of the Company as on the cut-off date i.e., Tuesday, 30 November 2021 may obtain the login ID and password by sending an email to yuvraj@integratedindia.in or companysecretray@kotharis.in or helpdesk.evoting@cdslindia.com by mentioning their Folio No./DP ID and Client ID No. However, if you are already registered with CDSL for remote e-voting, then you can use your existing user ID and password for casting your vote.
• b) The voting rights of a member shall be in proportion to his shares in the paid-up equity th share capital of the Company as on the cut-off date of i.e., Tuesday, 30 November 2021.
• c) M/s. N. Ganesan Associates, Practicing Chartered Accountant (Membership Number:023700) has been appointed as the Scrutinizer to scrutinize e-voting in a fair and transparent manner.
• d) The Scrutinizer shall, immediately after the conclusion of voting at the EGM, count the votes cast at the EGM and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in employment of the Company. The Scrutinizer shall submit a consolidated Scrutinizerʹs Report of the total votes cast in favour of or against, if any, not later than 2 working days from the conclusion of the EGM to the Chairman of the EGM. The Chairman, or any other person authorized by the Chairman, shall declare the result of the voting forthwith. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.kotharis.in and website of CDSL http://www.evotingindia.com and also forward the same to Bombay Stock Exchange Limited, Mumbai simultaneously, where the Company's shares are listed.
• e) Since the EGM shall be conducted through VC / OAVM, the route map, Proxy Form and Attendance Slip are not annexed to this Notice.

Explanatory Statement pursuant to the provisions of Sec.102 (1) of the Companies Act, 2013:

Item No.1

Members of the Company are requested to note that Section 180(1)(a) of the Companies Act,2013 mandates that the Board of Directors of a company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a special resolution.

Explanation (i) to Section 180(1)(a) of the Companies Act, 2013 states that the meaning of an 'undertaking' for the purpose of Section 180(1) of the Companies Act, 2013 is an undertaking in which the investment of the company exceeds twenty percent of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty percent of the total income of the company during the previous financial year.

Explanation (ii) to Section 180(1)(a) of the Companies Act, 2013 states that the meaning of

'substantially the whole of the undertaking' for the purpose of Section 180(1) is, in any financial year, twenty percent or more of the value of the undertakings as per the audited balance sheet of the preceding financial year.

Information and facts to enable members to understand the meaning, scope and implications of the item of business and to take decision thereon: -

In order to augment the production capacity, and to withstand the competition, Company needs to make further investments in capital expenditure. Management had approached bankers/ Financial Institutions since 2013-14 and they are not willing to fund our expansion proposal. Subsequently, the company had entered into agreement with Gemini Fertiliser to lease the factory for period of ten years since 2015. However, it is being increasingly difficult to continue the operations as the Gemini Fertilizer has reported a continues loss since 2014- 2015. Gemini Fertilizer what had been invested by them were all absolved against past dues by the company by its dealers. Further, as per the Department of Fertilizers it is mandatory to update the Machineries vide reference 23011/09/2019-P&K, Ministry of Chemicals & Fertilizers, Department of Fertilizers, dated "10th November 2021", the same is attached herewith as Annexure-A.

th The Board at its meeting held on 12 November 2021, considered this given situation in wake of Department of Fertilizers guideline dated 10.11.2021 and it proposed an alternate solution for capacity expansion, and identified the factory situated at Ennore, which is not being fully utilized by the Company due to lack of fund. It is proposed to lease out for improving the scope of revenue of the company as otherwise a Business revenue Model. In this regard, the Board has approached and offered M/s.Coromandal International Limited to operate the production facilities on lease basis as they are into similar manufacture as well own mines the question of Raw materials scarcity does not arise which is the backbone of this industry. To this proposal M/s. Coromandal International Limited has shown interest in the lease on the following major terms and conditions:

• I. The Lease Term shall be of 5 years from the date of entering into this Business revenue Model.
• ii. M/s. Coromandal International Limited shall undertake to modernize the factory by installing and commissioning with the sophisticated plant and machinery at a cost of Rs.5 Crores which comes to the company as interest free investment, as well following the guidelines of the DOF.
• iii. M/s.Coromandel International Limited shall retain all the employees of the company and all the production and operation will be made by employing only Kothari employees during the lease period.
• iv. The company under takes to get NOC from the secured creditor for the smooth operation of this Business revenue model, to repay the liability to the secured creditor from the revenue generated through the business revenue model.
• v. The existing lessee of the company with Gemini Fertiliser shall be duly compensated for forgoing their balance lease period as well their investment which were absolved for the earlier dues of the company if the proposed resolution approved by the shareholders of the company in the ensuing EGM.

vi. M/s. Coromandal International Limited shall invest of Rs.5 Crores to modernize the factory by installing and commissioning with the sophisticated plant and machinery as per the guidelines of the DOF. M/s.Coromandel International Limited shall pay Rs.450 + GST per Metric Ton of Production of SSP till the time, the entire investment amount of Rs. 5 crores are recovered by the Coromondal. After recovery of the entire investment amount of Rs. 5 Crores, the future production charges per MT will be paid to KICL. Besides, the M/s.Coromandel International Limited will pay Rs.1,00,000/- per month during the lease term as monthly lease rent, which will be adjusted towards the revenue generated from the Business revenue model.

Note :

The modernization at the cost of Rs.5 Crores invested by the M/s. Coromandal International Ltd., will become a permanent assets to the company, which is a viable value addition to the company profile and its stature.

The Board of Directors thinks that since the company would earn more revenue on account of Business revenue model rather than manufacturing the products on its own. More fully, all employees were put into use and thus, the assured revenue with this model will revive the company to a greater extent without going for external borrowings and zero financial cost to the company.

The Board of Directors recommends the resolution set forth in Item No. 1 for approval of the Shareholders as a Special Resolution.

None of the Directors and /or Key Manegerial Personnel of the Company and / or their respective relatives are in any way, is concerned or interested, financially or otherwise, in passing of the above-mentioned resolutions

By Order of the Board of Directors

For KOTHARI INDUSTRIAL CORPORATION LIMITED PRADIP D KOTHARI Place: Chennai CHAIRMAN Date: 12.11.2021 DIN: 01315682

23011/09/2019-P&K

Government of India Ministry of Chemicals & Fertilizers Department of Fertilizers

Shastri Bhawan, New Delhi Dated the 10th November, 2021

To

$\mathcal{C}$

All Manufacturers of BRP

Subject: - Guidelines for BRP manufacturers - reg.

Consequent upon recommendations of SSP Committee, Department of Fertilizers, following guidelines for BRP manufacturers are issued with immediate effect:

• T. BRP units to have separate electric meter exclusively for BRP unit.
• Complete analysis of rock phosphate, BRP & tailing must be get done, Ш. at least once for each lot.
• BRP plants should get installed arrangement for weighment of rock Ш. phosphate at the feeding point.
• $IV.$ The reporting of P₂O₅ content of rock phosphate, BRP and tailing must be accompanied with moisture content. The data/report must specify whether the $P_2O_5$ content is on 'dry or wet' basis.
• BRP plants may be asked to consider making provision of polythene $V_{\cdot}$ lined RCC ponds for storing Tailings slurry.
• $VI.$ All the plants should follow IS: 11224-1985 for $P_2O_5$ testing.
• Only the persons duly trained by PDIL and possessing required VII. "Certification" should be allowed to work in plant's laboratories.
• VIII. Quantity of chemicals used, should be standardized and proper record of consumption of chemicals should be maintained.
• Lab Chemicals/reagents should be of analytical grade and not of $IX.$ technical grade. Reagents should be maintained at 24-26 degree Celcius in a refrigerator.
• Calibration of measuring devices i.e. balance, temperature control $X_{1}$ furnace, sieve etc. should be carried out as per schedule. Records of calibration schedule & calibration certificated should be maintained.
• $XI.$ Analysis sheet should be signed in advance by the laboratory incharge. All readings must be recorded in the analysis sheet only. No cutting/over-writing should be allowed.

• Different grades of rock phosphate should be stored separately and XII. marked distinctly to avoid inadvertent mixing of different grades.

• XIII. Rotameter/flow measuring instrument should be installed for measurement of chemical dosing for flotation and depressant agents.

• XIV. Storage of produced wet BRP in kutcha pond or on kutcha floor should be avoided to prevent it from getting contaminated.
• XV. If SSP plant is in vicinity, BRP storage should be adequately isolated.
• XVI. The import of Low Grade Rock Phosphate (LGRP) (with $P_2O_5$ 26% and below) is not allowed.
• XVII. The purchase of Rock through traders are not allowed.

$2.$ The above guidelines and compliances have to be implemented and mandatorily followed by BRP manufacturers with immediate effect.

1. The issues with the approval of competent Authority.

Yours Faithfully,

stinte

(Vikram Kumar Yadav) Under Secretary to Govt. of India Tele: 011-23073820

Copy To: -

Ÿ

• The Director, Directorate of Agriculture of the State Governments/UTs $1.$
• $2.$ DS(INM), Department of Agriculture, Co-operation and Farmers' Welfare, Krishi Bhawan, New Delhi
• All SSP Manufacturers $3.$
• PDIL/FEDO 4.