La Opala RG Ltd. — Proxy Solicitation & Information Statement 2019

Mar 7, 2019

La Opala RG Limited 1' 25

Date: March 7, 2019

To

The Secretary The Manager Listing Department, listing Department

P. I, Tower, Dalal Street, Fort, 27"" Floor Bandra Kurla Complex, Bandra (E) Mumbai — 400 ⁰⁰¹ Mumbai -

Bombay Stock Exchange Limited, National Stock Exchange of India Limited New Trading Ring, Rotunda Building, Exchange Plaza, 5*h Floor, Plot No C/ 1, ^G Block

400 051

STOCK CODE : 526947 STOCK CODE : LAOPALA

Sub: Submission of Postal Ballot Notice —- Disclosure under Regulation ³⁰ of SEBI (Listing Obligation and Disclosure Requirements) Regulations, ²⁰¹⁵ ("SEBI LODR")

Dear Sir/Madam,

In terms of Regulation ⁵⁰ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Notice of Postal Ballot and Ballot Form pursuant to Section ¹¹⁰ of the Companies Act, ²⁰¹³ and Rules made thereunder along with Explanatory Statement for seeking approval of Shareholders of the Company by way of Special Resolution for " Continuation of directorship of Mr. AC. Chakrabortti (DIN — 00015622), Non-Executive Independent Director who has attained the age of ⁷⁵ years."

The above documents are also available on the website of the Company www.laopala.int The Company has engaged the services of National Securities and Depository Limited ("NSDL") for the purpose of providing e<voting facility to its Members. The voting through Postal Ballot and through evoting will commence from Sunday, March 10, ²⁰¹⁹ (9:00 AM) and ends on Monday, April 08, 2019 (5:00 PM)'

Please take the above information on record and acknowledge

Thanking you, Yours faithfully, For pala RG Li -

Encl: As Above

I

. , . Chltvakoo! mm Floor 230A NC Bose Road Kolkcta 700 020 India \'l ^H \IRI ^l P+917604088814l15l16fl7 F "13322570?" ._ : : Elnto@toopcla.m www.lcopototln CIN»L2M01W81987PLC042512

LA OPALA RG LIMITED

CIN: L26101W31887PLC042512 Regd. Office: 'Chitrakoot', 10'" Floor, 230-A, A. I C. Bose Road, Kolkata - 700 020 Phone: 7604088814/ ¹⁵ / 16/17, Fax' ^{81 033 22870234} Website: www.1aopala.rn, E—mail : info®laopalajn

POSTAL BALLOT NOTICE

(Pursuant to Section ¹¹⁰ of the Companies Act, ²⁰¹³ read with Rule ²² of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

NOTICE is hereby given that pursuant to Section ¹¹⁰ and other applicable provisions, if any, of the Companies Act, ²⁰¹³ (" the Act") read with Rule ²² of the Companies (Management and Administration) Rules, ²⁰¹⁴ (including any statutory modification(s) and/ or re—enactment(s) thereof for the time being in force), Regulation ⁴⁴ of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company is seeking the approval of the Members for the matters as considered in the resolutions appended below, through Postal Ballot i.e., voting by post or by electronic means, as the case may be.

The Company is desirous of seeking your consent to the Resolutions set out in the Postal Ballot Notice. The Explanatory Statement pertaining to the resolutions setting out the material facts and the reasons thereof are annexed hereto along with ^a Postal Ballot Form for your consideration

The Board of Directors, at its meeting held on Thursday, March 7, 2019, has appointed M/s. Drolia & Company, Company Secretaries, Kolkata as the Scrutinizer for conducting the Postal Ballot voting process including voting through electronic means in ^a fair and transparent manner and in accordance with the provisions of the Act and Rules made thereunder.

Members desiring to exercise their vote by Postal Ballot are requested to read carefully the instructions printed in the enclosed Ro'stal Ballot Form, vote either for or against the Resolutions Rule ²² (3) (e) of the Rules specify that any Consent or otherwise received after thirty (30) days from the date of issue of this notice shall be treated as if the reply from the Member has not been received. We, therefore request you to please return the said Form duly completed and signed, in the attached self-addressed postage prepaid envelope, so as to reach the Scrutinizer not later than 5:00 pm on or before Monday, April 08, ²⁰¹⁹ being last date of e—voting at the following address: Mr. Pravirt Drolia, M/s. Drolia {it Company, Scrutinizer, ⁹ Crooked Lane, Kolkata - 700069.

In accordance with Sections ¹⁰⁸ and ¹¹⁰ of the Act, read with the Companies (Management and Administration) Rules, ²⁰¹⁴ (including any statutory modification(s) and/ or re-enactrnent(s) thereof for the time being in force) and Regulation ⁴⁴ of the ⁹³³¹ (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has engaged National Securities and Depository Limited ("NSDL"), an agency authorized by the Ministry of Corporate Affairs, to provide remote e-voting facility to its Members. The procedure for electronic voting is also attached herewith.

Upon completion of the scrutiny of the Postal Ballot Forms and votes cast through e»vot-ing in ^a fair and transparent manner, the Scrutinizer will submit his report to the Chairperson or any person authorized by him. The Postal Ballot results will be declared on or before 5:00 pm on Tuesday, April 09, ²⁰¹⁹ at the Registered Office of the Company and will also be displayed at the Company's website www.1aopalain. The results shall also be communicated to the Stock Exchanges where shares of the Company are listed (vizi, BSE: wwwbseindiacom and NSE: wwuxnseindiacom and will be hosted along with the Scrutinizei's Report and will be available on the website of NSDL vmvwcvotingnsdl.mm, The Results will be published in the newspaper for the information of Members.

SPECIAL RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT

¹¹ CONTINUATION OF DIRECTORSHII' OF NHL AC CHAKRABORTI'I (DIN: (11715622), NON-EXECUTIVE INDEPENDENT DIRECTOR ANDWHO HAS A'ITAINEDTHE AGEOFABOVE75YEARS

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

"RESOLVED THAT pursuant to the provisions of Regulation ¹⁷ (1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, ²⁰¹⁸ (Amendment Regulations) and other applicable provisions, if any, of the Companies Act, ²⁰¹³ as amended from time in time and subject to such approvals, consents, permissions, as may be considered necessary from the appropriate authorities, consent of the Members be and is hereby accorded for continuance of the Directorship of Mr. A. C. Chakrabortti (DIN: 00015622), Chairman and Non-Executive Independent Director of the Company, who has crossed the age limit of ⁷⁵ years and aged around ⁸⁸ years at present, on the existing terms and conditions, from the effective date of the said Amendment Regulations i.e. April 01, ²⁰¹⁹ till the expiry of his term i.e,, August 12, 2019.

RESOLVED FURTHER THAT the Board of Directors and/ or the Company Secretary of the Company be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to undertake all other acdvities as may be incidental or expedient in this regard."

NOTES:

• 1. The Explanatory Statement pursuant to Section ¹⁰² of the Companies Act, ²⁰¹³ setting out material facts is appended hereto.
• 1. The Postal Ballot Notice is being sent to all Members, whose names appear in the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited (NSDL)/Central Depository Services (India) Limited (CDSL) as ⁰ 5| March, ²⁰¹⁹ being cut-off date.
• 1. Each equity share carries one vote and voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on 15' March, ²⁰¹⁹ being cutoff date,
• 1. In terms of Section ¹⁰¹ and other applicable provisions of the Companies Act, 2013, read with Rules ¹⁸ and ²² of the Companies (Management and Administration) Rules, 2014, the Postal Ballot Notice is being sent by email to those Members who have registered their email addresses with their Depository Participants (in case of shares held in demat form) or with the Company's Registrar and Transfer Agent (in case of shares held in physical form). For Members whose email IDs are not registered, Physical copies of the Postal Ballot Notice are being sent by permitted mode (i.e. through registered or speed post or courier), along with ^a prepaid postage self-addressed Business Reply Envelope.
• 1. In compliance with provisions of Section ¹⁰⁸ of the Companies Act, ²⁰¹³ read with Regulation ⁴⁴ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ and Rule ²⁰ of the

La Opala RC Ltd. iiwi/ Alok Pandey Place: Kolkata fl -mpany Secretary Date: 07.03.2019 M. No. A6305

By Order of the Board of Directors of

Companies (Management and Administration) Rules, 2014, the Company is pleased to provide its Members the facility to exercise their right to vote by electronic means as an alternative mechanism For this purpose, the Company is availing e-voting platform of NSDL in order to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form Please note that remote e voting is optional.

• Members can opt for only one mode of voting, i.e. either by Postal Ballot or e-voting. In case Members cast their votes through both the modes, voting done by e-voh'ng shall prevail and votes cast through Postal Ballot will be treated as invalid.
• The vote in this Postal Ballot cannot be exercised through proxy.
• The voting (including remote e—voting) period commences at 09:00 am. on Sunday, '10"I March, ²⁰¹⁹ and ends at 05:00 pm. on Monday, 8'" April, 2019. The remote e-voting module shall be disabled by NSDL for voting thereafter.
• Members who do not have access to e-voting facility may send duly completed Postal Ballot form in the attached self-addressed business reply envelope so as to reach the Scrutinizer by 5:00 pm on Monday, 89' April, ²⁰¹⁹ at the following address Mr. Pravin Drolia, M/si Drolia & Company, Scrutinizer, 9 Crooked Lane, Kolkata — 700069
• 1. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc from the Company electronically
• 1. Postal Ballot Form should be completed and signed by the Member(s) as per the specimen signature registered with the Company / Depository Participants. In case of joint-holding, this Form must be completed and signed (as per specimen signature registered with the Company) by the first named Member and in his/ her absence, by the next named joint holder only. There will be only one Postal Ballot Form for every Client lD/ Folio No. irrespective of the number of joint holders.
• 1. The consent must be accorded by recording the assent in the column 'FOR' and dissent in the column 'AGAINST' by placing ('1) in the appropriate column.
• 1. Shareholders, who have received Postal Ballot Notice by e—mail and wish to vote through physical Postal Ballot Form, can download the Postal Ballot Form from the Home page of the Company website www.laopala.in and on the website of wwwevuting.nsdl.cnm.
• 1. In case of equity shares held by Companies, Institutional shareholders (FPIs/ Foreign institutional Investors/ Trust/ Mutual Funds/ Banks etc.) are requested to send ^a duly completed Postal Ballot Form accompanied by ^a certified copy of the Board Resolution/ Authority Letter together with the attested specimen signature(s) of the authorized signatory(ies) who are authorized to vote by Postal Ballot, shall be sent to the scrutinizer.
• 1. Relevant documents referred to in the accompanying Notice and the Explanatory Statement are available for inspection by the Members at the Registered Office of the Company from ¹¹ am to ⁵ pm on all days except Saturdays, Sundays and Public Holidays from the date of dispatch of Notice till the last date for voting.
• 1. The 23'" April, 2019, being the last date of receipt of duly completed Postal Ballot Forms/remote evoking from Shareholders.
• 1. The above resolutions passed by the Members through Postal Ballot shall be deemed to have been passed on the date of declaration of the results of the Postal Ballot as if the same have been passed at ^a General Meeting of the Members of the Company, if approved by the requisite majority based on Scrutinizer's Report.
• 1. The Board of Directors has appointed Mr. Alok Pandey, Company Secretary and Compli

19. VOTING THROUGH ELECTRONIC MEANS

• a) Pursuant to the provisions of Section ¹⁰⁸ of the Companies Act, ²⁰¹³ read with the Rule ²⁰ of the Companies (Management and Administration) Rules, 2014, as amended and Regulation ⁴⁴ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer remote e-voting facility to the Members, to enable them to cast their votes on the resolution proposed to be passed electronically as ^a part of Postal Ballot process.
• 1>) The Company has engaged the services of National Securities and Depository Ltd. ("NSDL") as the Authorized Agency to provide remote e-Voting facilities,
• C) Members are requested to carefully read the instructions for remote evoting before casting their votes. "Cut-off date" for determining the eligibility for voting either through electronic voting system or ballot is fixed as 15' March, 2019. A person who is not ^a Member as on the Cut-off date should treat this Notice for information purpose only.
• The remote e—voting facility will be available during the following voting period after which the portal will be blocked and shall not be available for remote e-voting

Commencement of remote e-voting 9.00 am, Sunday, the 10"I March, 2019.

End of remote e-voting 5.00 p.m., Monday, the 8" April, 2019.

• 6) The instructions for Shareholders for e-voting are as under:
• (a) In case of Shareholders' receiving e—mail from NSDL
  • a) Open e-mail and open PDF file Viz; "remote e~Voting.pd.f" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password,

NOTE: Shareholders already registered with NSDL for e-vodng will not receive the PDF file "Remote e»vofing.pdf".

• (14) Launch internet browser by typing the following URL: https://www.evofing.nsdl.com
• (MD Click on Shareholder Login
• (M Put your user ID and password & Click Login.
• (v) Password change menu appears. Change the password with new password of your choice with minimum ⁸ digits/ characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (v1) Home page of e-Voting opens. Click on e-Voting Active Voting Cycles.
• (Vin Select "EVEN" of La Opala RG Limited
• (Vim Now you are ready for e-Voting as Cast Vote page opens
• (Ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
• (x) Upon confirmation, the message "Vote cast successfully" will be displayed
• (xi) Once you have voted on the resolution, you will not be allowed to modify your vote
• (at Institutional shareholders (i.e. other than individuals, HUF, NR1 etc.) are required to send scanned copy (I'DF/IPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail droliapravin@yahoo.co.in with ^a copy marked to evoting@nsdl.co.in.

(b) In case of Shareholders' receiving Postal Ballot Form by Post:

(D Initial password is provided as below/at the bottom of the Postal Ballot Form.

EVEN USER ID PASSWORD/PIN (E Voting Event Number)

• ⁰⁰ Please follow all steps from S]. No. (ii) to Sl. No. (xii) above, to cast vote.
• (c) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e«voting user manual for Shareholders available at the Downloads section of www,evoting,nsdl,com.
• (d) If you are already registered with NSDL for e—voting then you can use your existing user ID and password for casting your vote. In case Shareholders are holding shares in demat mode, USER— ID is the combination of (DP ID ⁺ Client ID).

In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No ⁺ Folio No)i

• (e) Shareholders who forgot the User Details/ Password can use " Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting,nsd1.com.
• (0 You can update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

Explanatory Statement as required under Section 102(1) of the Companies Act 2013 regarding Special Business farming Dart of Postal Ballot Notice

1. Pursuant to Regulation ¹⁷ (1A) of the SEBI (Listing Obligations and Disclosure Requirement) (Amendment) Regulations, 2015, as amended on May 9, 2018, with effect from April 1, ²⁰¹⁹ consent of the Shareholders by way of Special Resolution shall be required for continuation of directorship of the Non — Executive Directors of the Company who have attained the age of ⁷⁵ years.

Mr. AiC. Chakrabortti (DIN: 00015622), was appointed as ^a Non-Executive Independent Director on the Board of the Company in accordance with the provisions of Section 143,150,152 read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, ²⁰¹⁴ at the 27"h Annual General Meeting of the Company held onAugust 13, ²⁰¹⁴ for ^a term of upto ⁵ (five) consecutive years upto August 12, 2019i In the opinion of the Board, he fulfills the conditions specified under the Act for such appointment and that the proposed director is independent of the management.

Mr. AC. Chakrabortu', Independent Director, having attained the prescribed age' limit of ⁷⁵ years and his term is valid till August 12, 2019, the Board of Directors at its meeting held on March 7, 2019, decided to seek the approval of the Shareholders by ^a Special Resolution for continuing as an Independent Director of the Company.

The brief profile of Mr. A.C. Chakrabortti, Non—Executive Independent Director seeking continuation of Directorship pursuant to Regulation ³⁶ (3) of the SEBI (LODR) Regulations, ²⁰¹⁵ and Secretarial Standards ² on General Meetings issued by the Institute of Company Secretaries of India are given below:

Mr. A.C Chakrabortti
of age 02.101930; 88 years
00015622
Indian
Chartered Accountant from England 8: Wales and India
28.10.1994
13.08.2014
lam Mr. Chakrabortti t of of A.C. was the Institute Chartered Accountants of of the Governing

JON

	New Committee of the International Federation of Accountants, of Chartered Accountants in a Member of the Institute York, was a Senior Partner of England Kr Walesr Mr. A. C, Chakrabortti, S. R. Eafliboi & Co, Chartered Accountants and a Managing Partner He serves as the Chairman of La Opala RG at Ernst K: Young. 1994. He has been associated with Limited since October 28, many Peerlas General corporates such as Grindwell Norton Limited, United Credit Belani Properties Finance 5: Investment Co Limited, Limited.
held in other Directorship Companies	Limited Asian Hotels (East) 1. Private Limited Chandra's Chemical Enterprise 2. Kshetra Vidyut Vitaran Company Pradesh Madhya 3, Madhya Limited Limited 4. Texmaco Rail Ar Engineering Co. Private Limited 5. Gwalior Webbing 6' East India Investment Co. Private Limited Private Limited Mazbat Properties 7. Mazbat Investments Private Limited 8.
with other Relationship and other Directors, Manager KMP of the Company	Nil
conditions of Terms and appointment/ continuation of Directorship	AC, Non-Executive Mr, Chakrabortti was the as appointed in accordance with Independent Director of the Company the ActV 2013 at the 27'h AGM held on provisions of the Companies August 13, 2014 for a period of 5 years upto August 12, 2019.
Details of last Remuneration drawn (F.Y. 17-18)	fees and ? 6.00 Lacs as commission. ? 3.50 Lacs as sitting
of Details proposed Remuneration	in Sitting fees and Commission as may by the Board, be approved accordance with the applicable provisions of law.
of Meetings of Number the	Held		5
attended the Board during year	Attended		5
/ of the Chairman Member of of Committee Board the Directors of this Company	Name of the Committees Audit Committee Nomination 8r Remuneration Committee (NRC)		Chairman/Member Member Member
in Committee	Corporate Social Responsibility Name of	Committee Name of the	Member
Membership other Companies	Company	Committees	Chairman/Member
	Asian Hotels (East) '1' Limited	Audit Committee	Chairman
		NRC	Member
	Pradesh 2. Madhya Madhya Kshetra	Audit Committee	Member
	Vidyut Vitaran Company Limited	NRC	Member
	tr 3. Texmaco Rail	Audit Committee	Chairman
	Engineering Ltd	NRC	Chair
Shareholding in the Company as on March 1, 2019	12,000 equity shares (01%)	of face value of Rs. 2 each

Keeping in View the experience of and contributions made by Mr, AlC, Chakrabortti who have attained the age of ⁷⁵ yearsl the Board recommends the Special Resolution set out in the Item No '1 for the approval of the shareholders of the Company.

None of the Directors and Key Managerial Personnel of the Company except Mr. A.C. Chakrabortti And their relatives are concerned or interested, financially or otherwise, in the resolutions set out in the Item No '1 of the Nofice.

By Order of the Board of Directors of La Opal: RG Ltd. Alok 3% Pandey party Secretary M. No, A6305

Place: Kolkata Date: 07032019

LA OPALA RG LIMITED

CIN: L26] 01W81 887PLC047512 Regd. Office: 'Chitrakoot', 100' Floor, 230A, A. J. C. Bose Road, Kolkata - 700 020 Phone: 7604088814/ 15/ 16/17, Fax: +81 033 22370284 Website: wwwlaopalajn, E-mail : info®Iaopalain

POSTAL BALLOT FORM

Sr. No. :

Registered Folio No. / DP ID No.' / Client ID No.' ('Applicable to Investors holding shares in dematerialized form)
Address of Sole / Name and Registered First named Shareholder (in block letters)
holder(s), if Name(s) of Joint any (in block letters)
Number of Shares held (Equity Share of Rs.2/ — each) (on March 1, 2019)

I/We hereby exercise my/ our vote in rspect of the Special Resolutions) to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company, dated March 07, 2019, by conveying my/ our assent or dissent to the said Resolutions by placing the tick (\I) mark in the appropriate box below:

5]. No.	Brief particulars of the resolution	No. of Shares	assent to l/We the resolution (FOR)	dissent to l/We the resolution (AGAINSD
1.	Confirmation of directorship of Mr. A.C, Chakrabortt-i (DIN 00015622), Non-Executive Director who has 6: Independent of attained the above 75 age years

Place: Date:

Signature of the Shareholder

Last date for receipt of Postal Ballot Form by the Scrufinize 08.01.2019 before 5.00 P.M.

ELECTRONIC VOTING PARTICULARS

EVEN Event Number) (Electronic Voting	USER ID	PASSWORD] PIN

Note: Please carefully read the instructions printed in the Postal Ballot Notice before exercising your vote.

INSTRUCTIONS

• A Member desiring to exercise vote by Postal Ballot Form are requested to carefully read the instructions and submit the duly completed Postal Ballot Form to the Scrutinizer in the enclosed self-addressed postage prepaid Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing postal ballots, if deposited in person or sent by courier/registered/ speed post at the expense of the Member, will also be accepted. Albematively, ^a Member may vote through electronic mode as per the notes for voting through electronic means provided in the Postal Ballot Notice sent herewith.
• Postal Ballot voting period will start from March 10, ²⁰¹⁹ (900 AM) and will end on April 3, ²⁰¹⁹ (5:00 PM)
• The self-addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company,
• This iorm should be completed and signed by the Member (as per the specimen signature registered with the Company/Registrar and Share Transfer Agent/ Depository Participant), In case of joint holding, this form should be completed and signed by the iirst named Member and in his/her absence, by the next named Member. There will be only one Postal Ballot Form [or every Folio/Beneficiary ID irrespective of the number of joint holders,
• Consent must be accorded by placing ^a tick mark (ii) in the column, ' l assent to the resolution', or dissent must be accorded by placing ^a tick mark (~I) in the column, 'I dissent to the resolution-
• The votes of ^a Member will be considered invalid on any of the following grounds:
• a) if the Postal Ballot form has not been signed by or on behalf of the Member:
• b) it the Member's signature does not tally;
• c) if the Member has marked his / her/ its vote both for 'Assent' and also for 'Dissent' to the 'Resolution' in such ^a manner that the aggregate shares voted [or 'Assent' and 'Dissent' exceeds total number of shares held;
• d) if the Member has made any amendment to the resolution or imposed any condition while exercising the vote.
• e) ii the Postal Ballot Form is incomplete or incorrectly iilled;
• f) if the Postal Ballot Form is received tom or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes, or whether the votes are for 'Assent' or 'Dissent', or if the signature could not be verified, or one or more of the above grounds:
• g) if the form other than the one issued by the Company is used;
• h) iithe Postal Ballot Pom signed in ^a representative capacity, is not accompanied by ^a certiiied copy of the relevant authority;
• i) if the envelope containing the Postal Ballot Form is received after the last date of voting.
• The Company will not be responsible it the envelope containing the Postal Ballot Form is lost in transit.
• Duly completed Postal Ballot Forms should reach the Scrutinizer on or before ⁵ pm, on Monday, April 8, 2019. if any Postal Ballot Form is received after the specified date and time, it will be considered that no reply from such Member has been received.
• Members may download the Postal Ballot Form irom the Company's website wwwiao rain in or seek ^a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate Postal Ballot Forms should reach the Scrutinizer no later than the date and time speciiied in item (a) above.
• 10' in case oi shares held by comparues, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by ^a certiiied true copy oi Board Resolution / Authority Letter. in case oi electronic voting, certitied true copy of Board Resolution / Authority letter should be mailed to the Scrutinizer at droliapravin®yahoo.co,in with a copy marked to RTA at mdpldc@yahoo.com or deposited at the registered oiiice oi the Company.
• 11' Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed selfaddressed postage prepaid envelopes in as much as all such envelopes will be sent to the Scrutirurer and any extraneous paper iound in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.
• 1. The voting rights oi the Members for the Postal Ballot/e-voting shall be in proportion to their equity shares in the total paid up equity share capital oi the Company as onFriday, March 1.2019(cut-offdate),
• 1. The Scrutinizer's decision on the validity of the postal ballot shall be final.
• 1. Only ^a Member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer, and any recipient oi the Notice who has no voting right should treat the Notice as an intimation only.

mmme-n