Krishana Phoschem Limited — Proxy Solicitation & Information Statement 2019

Feb 16, 2019

GSTIN: 23AACCK4616K4ZK CIN No. L24124RJ2004PLC019288

www.krishnaphoschem.com accounts@krishnaphoschem.com

KRISHANA PHOSCHEM LTD.

(An ISO 9001:2015 Certified Company)

Date: 16.02.2019

To.

National Stock Exchange of India Ltd.

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051

Dear Sir / Madam,

Sub: Intimation regarding the Notice of Postal Ballot under Regulation 30 read with Schedule III of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and completion of dispatch of the Notice of Postal Ballot, Schedule of Events of Postal Ballot and Publication of Newspaper Advertisement.

With reference to the captioned subject and pursuant to Section 110 of the Companies Act, 2013 please find enclosed Postal Ballot Notice and Postal Ballot Form has been sent / dispatched on Saturday, February 16, 2019 to all Members of the Company to transact the following business:

1. Migration of Company from NSE Emerge Platform to Main Board of NSE India Limited

The Calendar of Events for the Postal Ballot process is attached herewith as Annexure I for your reference.

The Notice of Postal Ballot has been published in Times of India (English Edition) and Nafa Nuksan (Hindi Edition) newspapers dated Saturday, February 16, 2019. A copy of the publication in newspapers is also attached herewith as Annexure II.

You are requested to take the above information on your records and disseminate the same on your website.

Kindly take the same on record.

Thanking You,

Yours faithfully,

For Krishana Phoschem Limited

(Priyanka Bansal) Company Secretary

Registered off.: 5-O-20, Basement, R.C. Vyas Colony, Bhilwara (Raj.) INDIA Ph: 01482-237104, 239091 Fax +91-1482-239638 Works: 115-120, AKVN Industrial Area, Meghnagar-457779, Distt. Jhabua (M.P.) Ph. 07390-284989

Registered Office: 5-O-20, Basement, R.C. Vyas Colony, Bhilwara, 311001 Rajasthan CIN: L24124RJ2004PLC019288

Tel. No. : 01482-237104 Fax No. : 01482-239638 Website: www.krishnaphoschem.com Email: secretarial@krishnaphoschem.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force) the Company is seeking the consent of the Members of the Company by means of Postal Ballot for the Resolutions appended below.

Accordingly, the draft resolutions and the explanatory statement pursuant to Section 102 of the Act are being sent along with a Postal Ballot form, to all the members physically and, in addition, through e-mail to all members who has a registered e-mail Id, for consideration and consent.

As required under the provisions of Section 108, 110 and other applicable provisions, if any of the Act and the rules as applicable in that regard, the Company is providing e-voting facility as an alternative to sending the physical Postal Ballot Form and has engaged the services of Insta Vote through Link Intime India Private Limited to provide the e-voting facility. Accordingly, instead of running Postal Ballot Form, members may choose to cast their vote electronically through the Insta Vote e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read carefully the instructions in the Notes under the section 'Voting through Electronic Means'. References to Postal Ballot(s) in this Postal Ballot Notice include votes received electronically.

The Board of Directors of the Company has appointed M/s. Sourabh Bapna & Associates, Practicing Company Secretary (ACS: 51505 CP: 19968) as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner. Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than 05.00 pm on 19th March, 2019. Please note that Postal Ballot Form(s) received after the said date will be treated as not having been received.

The Scrutinizer will submit his report to the Chairman or any Director of the Company after completion of the Scrutiny. The result of postal ballot shall be declared on or before 25 th March, 2019 and the results being communicated to the stock exchanges it shall also be displayed at the Company's website at www.krishnaphoschem.com

The said notice of Postal ballot and ballot form has also been placed on the Company's website at www.krishnaphoschem.com for perusal by the Members.

SPECIAL BUSINESS

1. MIGRATION OF COMPANY FROM NSE EMERGE PLATFORM TO MAIN BOARD OF NSE INDIA LIMITED

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

"RESOLVED THAT pursuant to provisions laid down in Chapter XB of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2009 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed there under, including any amendment, modification, variation or reenactment thereof, the consent of the members of the Company be and is hereby accorded for purpose of migration of the Company's present listing from NSE Emerge Platform of NSE India Limited to the Main Board of NSE India Limited."

"RESOLVED FURTHER THAT the Directors and Company Secretary of the Company be and are hereby authorized jointly and severally to deal with any Government or semi government authorities or any other concerned intermediaries including but not limited to National Stock Exchange, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and/or related documents on behalf of the Company for the purpose of migration of the Company's present listing from NSE Emerge Platform of NSE India Limited to the Main Board of NSE India Limited."

"RESOLVED FURTHER THAT any Directors and Company Secretary of the Company be and are hereby authorized jointly and severally to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company."

Dated: 09/02/2019 By Order of the Board of Directors Place: Bhilwara For Krishana Phoschem Limited

Sd/- (Priyanka Bansal) Company Secretary & Compliance Officer

NOTES

• 1. The explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Business under Item No. 1 of the accompanying notice is annexed hereto.
• 1. In terms of Section 110 of the Companies Act, 2013 read with the Rule 22 of the Companies (Management and Administration) Rules, 2014, the items of business as set out in the Notice are sought to be passed by Postal Ballot.
• 1. M/s. Sourabh Bapna & Associates, Practicing Company Secretary (ACS: 51505 CP: 19968) has been appointed as Scrutinizer for conducting the Postal Ballot in accordance with the law in a fair and transparent manner.
• 1. The Notice is being sent to all the Members, whose names appear in the Register of Members//Records of Depositories, received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as on Saturday, 09th February 2019 (Benpos date 08th February 2019). Voting Rights shall be reckoned on the paid-up value of the shares registered in the name of the members as on the cut-off date. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email address with the Company/Depositories and to other shareholders by Registered Post / Courier.
• 1. The Postal Ballot form together with the self-addressed business reply envelope is enclosed for the use of the members. Please read carefully the instructions printed on the enclosed Postal Ballot form before exercising your vote and return the same duly completed, signifying your assent/dissent, in the attached self-addressed business reply envelope, so as to reach the Scrutinizer on or before 05:.00 pm on 19th March, 2019.
• 1. The shareholders are requested to exercise their voting rights by using the attached original Postal Ballot form only.

• 1. In case shares held by Companies, trusts, societies etc. the duly completed postal ballot should be accompanied by a certified copy of the board resolution authority and preferably attested specimen signature(s) of the duly authorized signatory (ies) giving requisite authority to the person voting on the postal ballot form.
• 1. Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.
• 1. The Members can opt for only one mode of voting, i.e., either by physical ballot or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid.
• 1. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the e-voting service facility arranged by NSDL. The instructions for electronic voting are given in this Notice.
• 1. Voting through electronic means: The details of the process and manner of e-voting are explained herein below:

Log-in to e-Voting website of Link Intime India Private Limited (LIIPL)

• 1. Visit the e-voting system of LIIPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in /either on a Personal Computer or on a mobile.
• 1. Click on "Login" tab, available under 'Shareholders' section.
• 1. Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on "SUBMIT".
• 1. Your User ID details are given below:
• a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID
• b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID
• c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company
• 1. Your Password details are given below:

If you are using e-Voting system of LIIPL: https://instavote.linkintime.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

Click on "Sign Up" tab available under 'Shareholders' section register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

	For Shareholders holding shares in Demat Form or Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat shareholders as well as physical shareholders).
	 Members who have not updated their PAN with depository Participant or in the company record are requested to use the sequence number which is printed on Ballot Form / Attendance Slip indicated in the PAN Field.

DOB/ DOI		Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in the company record for the said demat account or folio number in dd/mm/yyyy format.
Bank	Account	Enter the Bank Account number as recorded in your demat account or in the
Number		company records for the said demat account or folio number.
		 Please enter the DOB/ DOI or Bank Account number in order to register. If the above mentioned details are not recorded with the depository participants or company, please enter Folio number in the Bank Account number field as mentioned in instruction (iv-c).

If you are holding shares in Demat form and had registered on to e-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.

If Shareholders holding shares in Demat Form or Physical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

Incase shareholder is having valid email address, Password will be sent to the shareholders registered e-mail address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter)

NOTE: The password is to be used by Demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting platform of LIIPL.

For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Cast your vote electronically

• 1. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select/ View "Event No" of the company, you choose to vote.
• 1. On the voting page, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.

Cast your vote by selecting appropriate option i.e. Favour/Against as desired.

Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'. You may also choose the option 'Abstain' and the shares held will not be counted under 'Favour/Against'.

1. If you wish to view the entire Resolution details, click on the 'View Resolutions' File Link.

• 1. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "YES", else to change your vote, click on "NO" and accordingly modify your vote.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
• 1. You can also take the printout of the votes cast by you by clicking on "Print" option on the Voting page.

General Guidelines for shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of LIIPL: https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body'.

They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.

• During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular "Event".
• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.
• In case the shareholders have any queries or issues regarding e-voting, please refer the Frequently Asked Questions ("FAQs") and Instavote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to enotices@linkintime.co.in or Call us :- Tel : 022 - 49186000.
• 1. A Member cannot exercise his vote by proxy on postal ballot.
• 1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, Link Intime India Private Limited to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to Link Intime India Private Limited.
• 1. Members seeking any information or clarification are requested to send in written queries to the Company, in advance, before the date of the meeting by mail at secretarial@krishnaphoschem.com or by post.
• 1. All the material documents referred to in the explanatory statement will be available for inspection at the registered office of the Company during office hours on all working days from the date of dispatch of the Notice.
• 1. Members desiring to exercise their vote by physical postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed, in the enclosed selfaddressed Business Reply Envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than close of working hours (i.e. 05:00 PM) on Tuesday, March 19, 2019. The postage will be borne by the Company. However, envelopes containing postal ballots, if sent by courier or registered / speed post at the expense of the Members will also be accepted. If any postal ballot is received after (i.e. 05:00 PM) on Tuesday, March 19, 2019, it will be considered that no reply from the Member has been received.

1. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or any Director of the Company duly authorized, on Monday, March 25, 2019 at the registered office. The Scrutinizer's decision on the validity of the votes cast through Postal Ballot shall be final. The Results of the Postal Ballot will be displayed at the Registered Office, posted on the Website of the Company www.krishnaphoschem.com and intimated to the Stock Exchanges on which the shares of the Company are listed.

Dated: 09/02/2019 By Order of the Board of Directors Place: Bhilwara For Krishana Phoschem Limited

Sd/- (Priyanka Bansal) Company Secretary & Compliance Officer

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

Item No. 1:- MIGRATION OF COMPANY FROM NSE EMERGE PLATFORM TO MAIN BOARD OF NSE INDIA LIMITED

The Company has been listed and traded on the NSE Emerge Platform since 27 th February 2017 and will be completing two years shortly, hence eligible to migrate on to the Main Board as per the guidelines specified by SEBI and company is accordingly also issuing 25,00,000 warrants convertible into equity shares and due to issue of the convertible warrants the post issue paid up capital would be increased from twenty five crore rupees, to migrate on to the Main Board as per the guidelines specified by SEBI and as per the procedures laid down under Chapter XB of SEBI ICDR Regulations, 2009, SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018 and other applicable regulations notified by SEBI, as amended from time to time. Also listing on the Main Board of NSE India Limited will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Hence it is proposed by the Board of Directors to consider the resolution to be passed by shareholders for the migration of the Company from NSE Emerge platform to the Main Board of NSE India Limited.

Pursuant to Section 102 of Companies Act, 2013, the Board or Directors of the Company do and hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise, in the aforesaid resolutions, except to the extent of their shareholding interest, if any, in the Company.

Hence the aforesaid resolution is placed before the members of the Company for their consent through Postal Ballot (including e-voting) under Section 110 of the Companies Act, 2013.

Dated: 09/02/2019 By Order of the Board of Directors Place: Bhilwara For Krishana Phoschem Limited

Sd/- (Priyanka Bansal) Company Secretary & Compliance Officer

Registered Office: 5-O-20, Basement, R.C. Vyas Colony, Bhilwara, 311001 Rajasthan CIN: L24124RJ2004PLC019288

Tel. No. : 01482-237104 Fax No. : 01482-239638 Website: www.krishnaphoschem.com Email: secretarial@krishnaphoschem.com

POSTAL BALLOT FORM

Postal Ballot No.

S No.	Particulars	Details of Member
1.	Name of the Shareholder (Including Joint holders, if any) (In Block Letters)
2.	Registered address of the Sole/First named Shareholder
3.	Registered Folio No. / DP ID No. /Client ID No. (applicable to investors holding shares in dematerialized form)
4.	Number of Share(s) held
I/we hereby exercise my/our vote in respect of Resolutions be passed through Postal Ballot enumerated below by sending my/our assent or dissent to the said resolutions by placing the tick (✓) mark in the appropriate box below:
Item No.	Brief Particulars of the Resolution	No. of Shares	I/ We assent to the resolution (For)	I/We dissent from the resolution (Against)
1.	Migration of Company from NSE Emerge Platform to Main Board of NSE India Limited
Place:
	Date: Signature of the Shareholder

ELECTRONIC VOTING PARTICULARS

EVEN (E Voting Event Number)	USER ID	PASSWORD

Notes: 1) Each equity share of the Company carries one vote.

2) Please read carefully the instructions printed overleaf before exercising the vote.

Last Date for Receipt of Postal Ballot Form by the Scrutinizer: 19th day of March, 2019 up to 5:00 p.m.

INSTRUCTIONS FOR VOTING THROUGH PHYSICAL POSTAL BALLOT FORM

1. A member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed business reply envelope. However, envelopes containing Postal Ballot Form, if sent by courier or by registered post at the expense of the shareholder will also be accepted.

2. The self-addressed envelope bears the address of the Scrutinizer appointed by the board of directors of the Company.

3. This Postal Ballot Form should be completed and signed by the shareholder as per the specimen signature registered with the Company or the Depository Participant. In case of joint holding, this Postal Ballot Form should be completed and signed by the first named shareholder and in his absence, by the next named joint shareholder.

4. There will be only one Postal Ballot Form for every Folio/ Client ID irrespective of number of joint holders.

5. The votes should be casted either in favour or against by putting the tick (√) mark in the column provided for assent or dissent. Postal Ballot Form bearing tick marks in both the columns for the same shares will render the Postal Ballot Form invalid.

6. Unsigned, incorrectly signed or incomplete Postal Ballot Forms will be rejected.

7. Duly completed Postal Ballot Form should reach the Scrutinizer not later than 05:00 pm on 19th March, 2019. Postal Ballot Forms received after this date will be treated as if the reply from the shareholder has not been received and the same will not be considered for the purpose of postal ballot.

8. Postal Ballot Form received by fax will be rejected as if reply from Member has not been received unless the original Postal Ballot Form is received within prescribed time period.

9. Postal Ballot Forms signed in the representative capacity must be accompanied by the requisite certified true copy of power of attorney/ resolution of board of directors of the corporate shareholder being represented. If the same is/ are already registered with the Company, please quote the registration no. beneath the signature.

10. Shareholders are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and putting their signature.

11. The Company is also offering remote e-voting facility as an alternate for all the Members of the Company to enable them to cast their vote(s) electronically, instead of dispatching Postal Ballot Form. The detailed procedure is enumerated in the Notes to the Postal Ballot Notice. If any Member not receive user ID and password through e mail for e-voting facility may contact to Mr. Rajiv Ranjan, Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai 400 078, Maharashtra, India Email: enotices@linkintime.co.in, Tel: 022 - 49186000 or Ms. Priyanka Bansal, Company Secretary, Registered Office: 5-O-20, Basement, R.C. Vyas Colony, Bhilwara -311001, Email:secretarial@krishnaphoschem.com,Tel:01482-237104.

12. A Member can opt for only one mode of voting, i.e. either through e-voting or by Postal Ballot Form. If a Member casts vote by both modes, then voting done through e-voting shall prevail and Postal Ballot Form shall be treated as invalid.

13. The last date specified by the Company for the receipt of the duly completed Postal Ballot Forms or evoting i.e. Monday, 25th March, 2019, shall be the date on which the resolutions would be deemed to have been passed, if approved by requisite majority.

GSTIN : 23AACCK4616K42K

I

EM LTD.

accounts@krishnaphoschem.com DSTWAL (An ISO 9001:2015 Certllled CompanY)

Anncxurc ^I

Calendar of Events for the Postal Ballot

Sr. No.	Particulars of Events	Date/Time
I.	Date of the Notice of Board Resolution approving	09.02.2019
	appointing Scrutinizer and authorizing Postal Ballot,
	directors and the secretary to be responsible for the
	entireyostal ballot process and Evoting
2.	Cut-off date Date for 08.02.2019) (benpos	09.02.2019
	list 01' shareholders ascertaining the whom to the
	Notice of for Postal was sent/dispatched and also
	reckoning voting rights.
3.	completion of Date of dispatch of Notice of Postal	16.02.2019
	Ballot along with Postal Ballot Form
4.	of Date ofpublication advertisement in newspaper	16.02.2019
5.	Date ofcommencement ofvoting period for physical	18.02.2019 (10.00 AM.)
	Postal Ballot Form/electronic mode
6.	Last date for receiving postal ballot forms by the	19.03.2019 (05.00 PM.)
	Scrutinizer/Last date for e-voting
7.	will which resolution to Date on deemed be be	19.03.2019
	passed
8.	Submission of Scrutinizer's Report by	& M/S. Sourabh Bapna
		Associates
9.	Date of declaration ofResult and intimation ofresult	25.03.2019
	to the Stock Exchanges by

Registered off. : 5-0-20, Basement, R.C. Vyas Colony, Bhilwara (Raj.) INDIA Ph : 01482-237104, 239091 Fax +91~1482-239638 Works : 115—120, AKVN Industrial Area, Meghnagar—457779, Distt. Jhabua (M.P.) Ph. 07390-284989

Annexure II

Newspaper Publication of Notice of Postal

Times of India ( English Edition) Dated :- 16.02.2019

Nafa Nuksan (Hindi Edition) Dated:-16.02.2019

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