Lagnam Spintex Limited — Proxy Solicitation & Information Statement 2021

Jun 12, 2021

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

NOTICE OF POSTAL BALLOT/E VOTING

(Pursuant to Section 108 and 110 of the Companies Act, 2013 (the “Act”) read with the Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that purs u ant to the provisions of the Section 108, Secti o n 110 and other applicable provisions, if any of the Companies Act, 2013 read with Rule 22 o f the Companies (Management & Administration) Rules, 2014 (including any statutory modificatio n or re-enactment thereof for the time being in f o rce) and in accordance with the guidelines p rescribed by the Ministry of Corporate Affairs (th e “MCA”) for holding general meetings / condu c ting postal ballot through e-voting vide General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No. 22/2020 dated 15[th] June, 2 020 and General Circular No. 33/2020 dated 28[t] [h] September, 2020 and General Circular No. 3 9 /2020 dated 31 December, 2020 (the “Relevant C i rculars”), Securities and Exchange Board of Indi a (Issue of Capital and Disclosure Requirements) R e gulations, 2018, Securities and Exchange Boar d of India (Listing Obligations and Disclosures R equirements) Regulations, 2015 (the “Listi n g Regulations”), Secretarial Standard – 2 issue d by the Institute of Company Secretaries of India and other applicable laws and regulation s , if any, including any statutory modification or re-enactment thereof for the time being in forc e , for seeking the approval of the Members of “ LAGNAM SPINTEX LIMITED ” (“The Company”) by w ay of Special Resolution by way of Postal Ballo t through remote E-Voting only.

The proposed resolutions and e x planatory statements pertaining to the said res o lutions, pursuant to Section 102 and 110 of the C o mpanies Act, 2013 setting out the material fact s concerning each item and the reasons thereof is a p pended herewith for your consideration.

Pursuant to Rule 22(5) of the Ru l es, the Board of Directors of the Company, at it s meeting held on Saturday, 05[th] June, 2021 has appointed Mr. Sanjay Somani, (ICSI Membership No. 6958) proprietor of M/s Sanjay Somani & Associates, Practicing Company Secretaries, Bhilwara, as the Scrutinizer for conducting t h e Postal Ballot (only through Remote E-voting process) in a fair and transparent manner. The p r oposed Resolution(s) and the Explanatory Stat e ment stating the facts as required in terms of Sec t ion 102 and Section 110 of the Act are appende d hereto, for your consideration and approval an d / or consent. Members are requested to rea d and follow the instructions carefully on remote e -voting provided in this Postal Ballot Notice.

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

SPECIAL BUSINESSES:

ITEM-1:- TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM SME PLATFORM (EMERGE) OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) TO MAIN BOARD OF NSE:

To consider and if thought fit, to p a ss with or without modification, the following reso l ution as a Special Resolution:

Note: In accordance with Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned resolution shall be acted upon if and only if the votes cast by Shareholders other than Promoters in favour of the proposal amount to at least two times the number of votes cast by Shareholders other than Promoter shareholders against the proposal.

“RESOLVED THAT pursuant to th e provisions laid down in Chapter IX of Securities a n d Exchange Board of India (Issue of Capital and Dis c losure Requirements) Regulations, 2018 and Reg u lation 277 of the SEBI (ICDR) Regulations, 2018 a n d other applicable provisions, if any , of the Co m panies Act, 2013, Securities and Exchange Board o f India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed ther e under, including any amendment, modificatio n , variation or reenactment thereof, the Listing Agr e ement entered into by the Company with National Stock Exchange of India Limited (NSE) applicable to s mall and medium enterprise and subject to the a p plicable Laws and by-laws and rules and regulations o f NSE and subject to the approval of any statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for the purp o se of migration of the Company’s present listing from SME Platform (EMERGE) of NSE to Main Board of NSE.”

“RESOLVED FURTHER THAT M r . Anand Mangal (DIN: 03113542), Managing Di r ector, Mr. Shubh Mangal (DIN: 01287935), Whole t i me Director, Mr. D. P. Mangal (DIN: 01205208), C hairman & Whole time Director and Mr. Rajeev Parashar (Company Secretary & Compliance Officer) o f the Company, be and hereby jointly/ severally auth o rized to deal with any Government or semi gove r nment authorities or any other concerned intermed i aries including but not limited to National Stock Exchange of India Limited, Securities and Exchange B oard of India, Registrar of the Companies, to ap p ly, modify, rectify and submit any application and/ o r related documents on behalf of the company f or the purpose of migration of the Company’s prese n t listing from SME platform (EMERGE) of National Stock Exchange of India Limited to Main Board of Na t ional Stock Exchange of India Limited and to do a l l such acts, deeds, matters and things as may be n e cessary, expedient or desirable for giving effec t to the aforesaid resolutions and in connection with any matter incidental thereto.”

By Order of the Board of Directors For Lagnam Spintex Limited

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Place: Bhilwara Rajeev Parashar Date: 05[th ] June, 2021 Company Secretary & Compliance Officer ICSI Mem. No.: A52343

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

NOTES:

1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companie s Act, 2013 stating all material facts and the reas o ns for the proposals is annexed herewith.

2. The Board of Directors of the Company (“the Board”) at its meeting held on Saturday, 5[th ] June, 2021 has appointed Mr. Sanjay Somani, (Membership No. 6958) proprietor of M/s Sanjay Somani & Associates, Practicing Company Secretaries, Bhilwara , as the Scrutinizer for conducting the Postal Ballot b y way of remote e-voting process in accordance w ith the Act and in a fair and transparent manner .

3. The Postal Ballot Notice is b e ing sent to Members in electronic form to th e email addresses registered with their Deposito r y Participants (in case of electronic shareholdin g )/the Company's Registrar and Share Transfer A gents (in case of physical shareholding) and wh o se name appears on the Register of Members/ List of Beneficial Owners on Friday , 28[th ] May, 2021 .

4. On account of the threat pose d by COVID-19 and in terms of the MCA Circulars , the Company will send this postal notice i n electronic form only. The hard copy of this P o stal ballot notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for the postal ballot in accor d ance with the requirements specified under t h e MCA Circulars. Accordingly, the communicat i on of the assent or dissent of the members w ould take place through the remote e-voting s y stem only.

5. The voting period begins fro m Monday, 14[th] Day of June, 2021, 9:00 A.M. (IST) onwards to Tuesday, 13[th] July, 2021, 5:00 P.M. (IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form as on the cut-off date Friday, 28[th] May, 2021 , (including th o se Members who may not receive this Postal B a llot Notice due to non-registration of their email address) can cast their votes electronically, in respect of the resolution as set out in the Postal Ballot Notice only through the remote e-vo t ing. Members are requested to follow the proc e dure as stated in the Procedure and Instructi o ns for remote e- voting for casting their vote(s).

6. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to v ote through their authorised representatives w ith proof of their authorization.

7. The results of the Postal Ball o t will be declared on Friday, 16[th ] July, 2021 . T he results of the Postal Ballot will be hosted on the website of the Company viz. www.lagnamsp i ntex.com and will also be communicated to the S tock Exchange where the equity shares of the C o mpany are listed. The results of the Postal Bal l ot will be declared by the Chairman, or in hi s absence by the Managing Director or Compa n y Secretary, or any other person so authorised by the Chairman and it will display at Compan y ’s Registered Office. The resolutions will be taken as passed if the

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

results of the Postal Ballots indicate that the requisite majority of the shareh o lders assented to the Resolution.

1. The resolutions, if passed by t h e requisite majority, shall be deemed to have b e en passed on the last date specified by the Com p any for e-voting i.e. Tuesday, 13[th] July, 2021 a n d as if they have been passed at a General Meet i ng of the Members.

2. The voting rights of members shall be in proportion to their shares of the pai d up equity share capital of the Company as on t h e cut-off date of Friday, 28[th] May, 2021 .

3. Shareholders who have regist e red their e-mail IDs with their Depository Parti c ipants/Company are being sent Notice of Posta l ballot by e-mail and Shareholders who have n o t registered their e-mail id will request to pleas e register their mail ids with the Company.

4. The Scrutinizer’s decision on t he validity or otherwise of the Postal Ballot (onl y through remote E-Voting) will be final.

5. Process for those shareholde r s whose email ids are not registered with th e depositories for procuring user id and passwo r d and registration of e mail ids for e-voting for t h e resolutions set out in this notice:

6. a) In case shares are hel d in physical mode please provide Folio No., Na m e of shareholder, scanned copy of the s h are certificate (front and back), PAN (self-attested scanned copy of PAN card), AADH A R (self-attested scanned copy of Aadhar C a rd) by email to rparashar@lagnam.co m .

7. b) ln case shares are hel d in demat mode, please provide DPID-CLID (16- d igit DPID + CLID or 16- digit benefici a ry ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadh a r Card) to rparashar@lagnam.com.

8. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registere d Office of the Company on all working days (e x cept Saturday & Sunday) from 11:00 am to 4:0 0 pm till from the date of dispatch of the Postal B allot Notice up to the completion of Postal Ballo t i.e., Tuesday, 13[th] July, 2021.

9. In compliance with Regulatio n 44 of the Listing Regulations and provisions of S ection 108 of the Companies Act, 2013, read w ith Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is p l eased to provide its members the facility to exe r cise their right to vote by electronic means as a n alternate mechanism. For this purpose, the Co m pany has entered into an agreement with NSD L for facilitating e-voting in order to enable the members to cast their votes electronically inste a d of dispatching postal ballot form.

10. Members are requested to contact Mr. Rajeev Parashar, Company Secre t ary (Phone No.: 9461656067, Email ID: rpar a shar@lagnam.com) in case of any query pertai n ing to the postal ballot.

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

16. PROCEDURE/ INSTRUCTIONS FOR REMOTE E VOTING:

• 1) The voting period begins on Monday, 14[th] Day of June, 2021, 9:00 A.M. (IST) onwards to Tuesday, 13[th] July, 2021, 5:00 P.M. (IST ). During this period shareholders of the Company, holding shares either in physical form or in dematerialized for m , as on the cut-off date Friday, 28[th] May, 2021 may cast their vote electronically and that a p erson who is not a member as on the cut-off date should treat this notice for information p u rposes only. The e-voting module shall be d isabled by NSDL for voting thereafter.

• 2) The Board of Directors h as appointed M/s Sanjay Somani and Associates, Practicing Company Secretaries, Bhilwara as scrutinizer to scrutinize the remote e - voting process in a fair and transparent ma n ner.

• 3) The way to vote electron i cally on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: : Log-in to NSDL e-Voting system at https:// www.evoting. n sdl.com/ Step 2: Cast your v ote electronically on NSDL e-Voting system

4) Details of Step 1 mentioned below:

1. Visit the e-Voting we b site of NSDL. Open web browser by typing t h e following URL: https://www.evoting. n sdl.com/ either on a Personal Computer or on a m obile.

2. Once the home page o f e-Voting system is launched, click on the ico n “Login” which is available under ‘Share h olders’ section.

3. A new screen will op e n. You will have to enter your User ID, your Password and a Verification Code as sh o wn on the screen.

Alternatively, if you a re registered for NSDL eservices i.e., IDEAS, y ou can log-in at https://eservices.nsdl. c om/ with your existing IDEAS login. Once yo u log-in to NSDL eservices after using y our log-in credentials, click on e-Voting and y o u can proceed to Step 2 i.e. Cast your vo t e electronically.

1. Your User ID details ar e given below:

Manner of holding s (NSDL or CDSL) or Ph hares i.e., Demat ysical	Your User ID is:
a) For Members whoh account with NSDL. old shares in demat	8 Character DP ID followed ID For example, if your DP ID Client ID is 12** then IN30012*. 16 Digit Beneficiary ID by 8 Digit Client is IN300* and your user ID is
b) For Members whoh account with CDSL. old shares in demat

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

	For example if your B 12** then yo 12** EVEN Number followedb registered with the compan For example if folio numb EVEN is 101456 then 101456001 eneficiary ID is ur user ID is y Folio Number y er is 001 and user ID is
c) For Members holdin Form g shares in Physical

1. Your password details are given below:

2. a. If you are alrea d y registered for e-Voting, then you can user you r existing password to lo g in and cast your vote.

3. b. If you are usin g NSDL e-Voting system for the first time, you wi l l need to retrieve the ‘initial pas s word’ which was communicated to you. Once y ou retrieve your ‘initial passwo r d’, you need to enter the ‘initial password’ an d the system will force you to ch a nge your password.

4. c. How to retriev e your ‘initial password’?

   • I. If your e mail ID is registered in your demat account or w ith the company, your ‘i n itial password’ is communicated to you on yo u r email ID. Trace the Pa g e | 6 email sent to you from NSDL from your m ailbox. Open the email a nd open the attachment i.e. a .pdf file. Open t he .pdf file. The password to open the .pdf file is your 8 digit client ID f or NSDL account, last 8 digits of client ID for CDSL account or folio numb e r for shares held in phy s ical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • II. If your e mail ID is not registered, your ‘initial password’ is communicated to you o n your postal address.

5. If you are unable to retrieve or have not received the “ Initial p a ssword” or have forgotten your passwo r d:

6. a) Click on “For g ot User Details/Password?”(If you are holdin g shares in your demat account with NSDL or CDSL) option available on www.ev o ting.nsdl.com.

7. b) Physical User R eset Password?” (If you are holding shares i n physical mode) option availabl e on www.evoting.nsdl.com.

8. c) If you are still u nable to get the password by aforesaid two opti o ns, you can send a request at e v oting@nsdl.co.in mentioning your demat acco u nt number/folio number, your P AN, your name and your registered address.

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

• d) Members can a lso use the OTP (One Time Password) based lo g in for casting the votes on the e- V oting system of NSDL.

• After entering your p a ssword, tick on Agree to “Terms and Condition s ” by selecting on the check box.

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

• After you click on the “ L ogin” button, home page of e-Voting will open.

5) Details of Step 2 mentioned below:

• After successful l o gin at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. T hen, click on Active Voting Cycles. .

• After click on Acti v e Voting Cycles, you will be able to see all the c o mpanies “EVEN” in which you are h olding shares and whose voting cycle is in active status.

• Select “EVEN” of c o mpany for which you wish to cast your vote.

• Now you are read y for e-Voting as the Voting page opens.

• Cast your vote by selecting appropriate options i.e. assent or diss e nt, verify/modify the number of sh a res for which you wish to cast your vote and clic k on “Submit” and also “Confirm” when prompted.

• Upon confirmatio n , the message “Vote cast successfully” will be displayed.

• You can also take t he printout of the votes cast by you by clicking o n the print option on the confirmati o n page.

• Once you confir m your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

• Institutional shareholders (i. e . other than Individuals, HUF, NRI etc.) are r equired to send scanned copy (PDF/JPG For m at) of the relevant Board Resolution/ Authori t y letter etc. with attested specimen signature o f the duly authorized signatory(ies) who are aut h orized to vote, to the Scrutinizer by e-mail to so m anics@gmail.com with a copy marked to evotin g @nsdl.co.in

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

• It is strongly recommended n o t to share your password with any other perso n and take utmost care to keep your password c o nfidential. Login to the e-voting website will be d isabled upon five unsuccessful attempts to key in the correct password. In such an event, yo u will need to go through the “Forgot User Details/Password?” or “Physical User Reset P a ssword?” option available on www.evoting.nsd l .com to reset the password.

• In case of any queries, you m a y refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the down l oad section of www.evoting.nsdl.com or c a ll on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in to the Com p any at rparashar@lagnam.com.

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089

Lagnam Spintex Limited Plant & Regd. Office: A 51-53, RIICO Growth Centre Hamirgarh, Bhilwara (RAJ)-311001

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013 SETTING OUT MATERIAL FACTS:

ITEM NO. 1:-TO APPROVE THE MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM SME PLATFORM (EMERGE) OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE) TO MAIN BOARD OF NSE:

The Company’s shares have been listed on a NSE Emerge since 18[th] September, 20 1 8 till date.

As stated in SEBI (ICDR) Regula t ion, 2018 there is an option to migrate from NSE SME Emerge to NSE Main Board. Further, the Co m pany’s Operation have been increasing at a rapid pace. In view of increasing business activities an d for strong brand building, the Board of Direct o rs in its meeting held on 5[th ] June, 2021 has accordingly decided to migrate from NSE SME Em e rge to NSE Main Board. The Listing on the Main B oard is likely to have wider participation from i nvestors at large and trading in the Equity Share s of the Company on the Main Board will go o n the long way in enhancing the image and goodwi l l of the Company. The benefits of listing on the M ain Board in the form of market Capitalization, e n hanced liquidity, larger participation, visibility e tc., will accrue to the Members of the Company. B y Migrating on the Main Board the goodwill and t he growth of the Company will increase and Comp a ny will be able to expand its business.

The Migration Policy from SME P latform to Main Board requires approval of m e mbers by way of Special Resolution. The Shareholders approval for the said purpose is sou g ht through this resolution as required under SEBI (ICDR) Regulations. Here special resolution sha l l be acted upon if and only if the votes cast by shar e holders other than promoters in favor of the proposal amount to at least two times the number o f votes cast by shareholders other than prom o ter shareholders against the proposal.

The Board of Directors of the Company proposes the resolution for your app r oval as a Special resolution. None of the Directors and Key Managerial Persons or their relatives h as any interest in the passing of the said resolution except to the extent of equity shares hel d by them in the Company.

Accordingly, the Board of Direct o rs of the Company recommends the Special r e solution No. 1 as proposed and set out in the acco m panying Notice for approval of the Members in t he Interest of the Company through Postal Ballot t h rough remote e-voting.

By Order of the Board of Directors For Lagnam Spintex Limited

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Rajeev Parashar Place: Bhilwara Company Secretary & Compliance Officer Date: 05[th] June, 2021 ICSI Me

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M: (91) 9929091010 E: anand@lagnam.com W: www.lagnamspintex.com PAN: AABCL8061A CIN: L17119RJ2010PLC032089