Lambodhara Textiles Ltd. — AGM Information 2021

Aug 16, 2021

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Regd. olfice : 3A,3'o Floor, B Block, Piofleet Apdftments, 10758, Aainashi Road, coimbatore - 641078,lndia reiefax': rst 422224g03g & 43s7083, E-mail : int'oolamboilharatextiles.com znzoto'lambodharutextiles'com csitv : naaecL3524B7zg tE code r 3201006181 CIN : L77777T27994PLC004929

16.08.2021

To

The Listing Department Nationalstock Exchange of lndia Limited Exchange Plaza, Bandra Kurla Complex, Bandra(E), Mumbai - 400 051

Sir/Madam,

Sub: Compliance ofSEB| (Listing obligations and Disclosure Requirements) Regulations, 2015.

Symbol: LAMBODHARA

Series: EQ

Please find the attached copy of Notice of 27th Annual General Meeting to be held on 9th September,2021..

This is for your kind information and record purpose.

Tha n king you,

Yours faithfully For Lambodhara Textiles Limited

Whole-Time Director cum Chief Financial Officer DIN:06392237

Cc: The Listing Department BSE Limited Phiroze Jee.ieebhoy Towers DalalStreet, Mumbai 400 001

Lambodhara Textiles Limited

LAMBODHARA TEXTILES LIMITED

CIN: L17111TZ1994PLC004929 Registered Office :3A, B Block, Pioneer Apartments, 1075B, Avinashi Road, Coimbatore - 641 018 Tel.: 0422-2249038, email: info@lambodharatextiles.com

NOTICE TO SHAREHOLDERS

Notice is hereby given that the Twenty Seventh Annual General Meeting of the members of Lambodhara Textiles Limited will be held on Thursday, the 09th day of September 2021 at 11.00 A.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") without the in-person presence of shareholders to transact the following business(es):-

AGENDA

ORDINARY BUSINESS

• 1. To receive, consider and adopt the Audited Annual Financial Statements of the Company including Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statements of changes in Equity for the financial year ended March 31, 2021, the Balance Sheet as at that date, the Reports of the Board of Directors and the Auditors thereon.
• 1. To declare a dividend on Equity Shares for the financial year ended 31st March, 2021.
• 1. To appoint a Director in place of Mr. Narayanasamy Balu (DIN: 08173046), Whole-Time Director, who retires by rotation in accordance with Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit to pass the following resolution as an Ordinary Resolution.

RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the appointment of M/s. C.S.Hanumantha Rao & Co, Cost Accountants, (Firm Registration No. 000216) by the Board of Directors of the Company on the recommendation of the Audit Committee, to conduct the audit of cost records of the company for the financial year 2021-22, on a remuneration of ` 35,000/- (Rupees Thirty Five Thousand only) exclusive of taxes as applicable and reimbursement of conveyance on actual basis as incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

1. To consider and if thought fit to pass the following resolution as an Ordinary Resolution.

RESOLVED THAT pursuant to Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to such approvals, consents, sanctions and permissions as may be necessary, the consent of the Members of the Company be and is hereby accorded to the Board of Directors to enter into contract and/ or agreement and/or transactions with the following related party of the Company on the terms and conditions as given hereunder:

S.No	Name of theRelated Party	Nature of Transactions	Value ofTransactions	Period ofTransactions
1.	M/s. StrikeRight IntegratedServices Limited	Purchase of Natural fibres,Man made fibre and Yarn.	Upto amaximum of` 200 Crores	01st October2021 to 30thSeptember2026
		Sale of natural fibre and Manmade fibre and Yarn.	Upto amaximum of` 200 Crores

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and/ or Company Secretary be and are hereby authorized to do all such acts, deeds, matters and things and to give such Directors as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013

Item No: 4

The Board of Directors of the Company on the recommendation of the Audit Committee, approved the appointment of M/s. C.S.Hanumantha Rao & Co, Cost Accountants, (Firm Registration No. 000216) as the Cost Auditors of the Company for the financial year 2021-22 for a fee of ` 35,000/- (exclusive of applicable taxes and out of pocket expenses), for conducting the audit of the cost accounting records of the Company and for issuing an audit report on cost accounting records maintained by the Company.

Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 ("the Act"), requires the Board to appoint an individual, who is a Cost Accountant or a firm of Cost Accountants, as Cost Auditors of the Company on such remuneration as may be determined by the Board of Directors subject to the ratification by the shareholders at the General Meeting.

Accordingly, consent of the members is sought for passing ordinary resolution as set out in Item No.4 of the notice for ratification of remuneration payable to the Cost Auditors for conducting the cost audit of the Company, for the financial year ending March 31, 2022.

The Board recommends the Ordinary Resolution as set out at Item No.4 of the Notice for approval by the members.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested in the proposed Ordinary Resolution as set out at Item No.4 of the Notice, except to the extent of their shareholding, if any, in the Company.

Item No: 5

The Company has been entering into transactions with its related party in the ordinary course of business and on an arms' length basis. The transactions entered into by the Company are purely as per the business requirements of the Company. The actual value of these transactions in a financial year may vary depending on business achieved by the Company and is directly proportional to the business.

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the Members by way of an ordinary resolution is required for entering into transactions with the related parties as mentioned in Item No. 5 of the Notice in excess of the limits laid down in the Companies Act, 2013 / SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the above context, the necessary ordinary resolution is being proposed in Item No. 5 of the Notice for the approval of the Members.

The following are the details of the related party transaction(s) in accordance with Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014:

Name of the related party	M/s.Strike Right Integrated Services Limited
NameoftheDirectororKeyManagerialPersonnelwhoisrelated, if any	Mrs.Giulia Bosco and Mr.Ramesh Shenoy.K.
Nature of Relationship	Mrs.Giulia Bosco is interested as Director & Member
	Mr.Ramesh Shenoy.K. is interested as Director
Nature, material terms, monetaryvalue and particulars of the contractor arrangement;	Nature of Contract: Under the contract the Companyproposed to purchase Natural fibres, Man made fibre,Yarn and sell natural fibre, man made fibre and yarn.
	Material terms, monetary value and particulars:
	All proposed transactions are proposed to be carriedout based on business requirements of the Companyand shall be in ordinary course of business and atarms' length. The maximum value of transactions is200 Crore per annum for purchase and 200 Crore perannum for sale.
Anyotherinformationrelevantor important for the members totake a decision on the proposedresolution.	Nil

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of the members who are not related party.

Mrs. Giulia Bosco and Mr. Ramesh Shenoy.K. are deemed to be concerned or interested in their capacity as Directors and/or shareholders of M/s. Strike Right Integrated Services Limited.

None of the other Directors or their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 5 of the Notice.

Notes

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020,April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020 and January 13, 2021 (collectively referred to as "MCA Circulars") permitted the conduct of the Annual General Meeting ("AGM") through Video Conferencing (VC) / Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. The same has been acknowledged by the Securities and Exchange Board of India vide their circulars dated May 12, 2020 and January 15, 2021 (collectively referred to as "SEBI Circulars"). The deemed venue for the AGM shall be the Registered Office of the Company. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars and SEBI Circulars the AGM of the Company is being held through VC / OAVM. Members desirous of participating in the meeting through VC/OAVM, may refer to the procedure to be adopted as mentioned below.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA / SEBI Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to mds@mdsassociates. in with a copy marked to the Company at info@lambodharatextiles.com
• 1. Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and share transfer books of the Company will remain closed from Friday, 03rd September, 2021 to Thursday, 09th September, 2021 (both days inclusive).
• 1. Dividend as recommended by the Board of Directors, if declared at the Annual General Meeting will be paid within 30 days from the date of declaration, to those members whose names appear on the Register of Members in respect of shares held in physical form as well as

in respect of shares held in electronic form as per the details received from the depositories for this purpose as at the close of the business hours on Thursday, 02nd September, 2021.

• 1. Members are advised to utilize the National Electronic Clearing System (NECS) for receiving dividends. Members holding shares in electronic form are requested to contact their respective Depository Participants for availing NECS facility. Members holding shares in physical form are requested to download the ECS form from the website of the Company viz., www.lambodharatextiles.com and the same, duly filled up and signed along with original cancelled cheque leaf may be sent to the Company or to the Registrar and Share Transfer Agent.
• 1. Members whose shareholding is in the electronic mode are requested to update bank account details (Bank Account No., name of the Bank, Branch, IFSC code, MICR code and place with PIN Code) to their respective Depository Participants and not to the Company. Members whose shareholding is in the physical mode are requested to direct the above details to the Company or to the RTA. Regular updation of bank particulars is intended to prevent fraudulent encashment of dividend warrants.
• 1. The Company has entered into agreements with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL"). The Depository System envisages the elimination of several problems involved in the scrip-based system such as bad deliveries, fraudulent transfers, fake certificates, thefts in postal transit, delay in transfers, mutilation of share certificates, etc. Simultaneously, Depository System offers several advantages like exemption from stamp duty, elimination of concept of market lot, elimination of bad deliveries, reduction in transaction costs, improved liquidity, etc. Members, therefore, now have the option of holdings and dealing in the shares of the company in electronic form through NSDL or CDSL. Members are encouraged to convert their holding to electronic mode.
• 1. Securities and Exchange Board of India has mandated that the transfer of securities held in physical form, except in case of transmission or transposition, shall not be processed by the listed entities / Registrars and Share Transfer Agents with effect from 1st April, 2019. Therefore, members holding share(s) in physical form are requested to immediately dematerialize their shareholding in the Company. Necessary prior intimation in this regard was provided to the shareholders.
• 1. a) Members are requested to notify immediately any change of address:
  • i. to their Depository Participants ("DPs") in respect of the shares held in electronic form, and
  • ii. to the Company or its RTA, in respect to the shares held in physical form together with a proof of address viz, Aadhar/Electricity Bill/ Telephone Bill/Ration Card/ Voter ID Card/ Passport etc.
  • b) In case the registered mailing address is without the Postal Identification Number Code ("PIN CODE"), Members are requested to kindly inform their PIN CODE immediately to

the Company / RTA/ DPs.

• 1. Non-Resident Indian ("NRI") Members are requested to inform the Company or its RTA or to the concerned Depository Participants, as the case may be, immediately:
  • a. the change in the residential status on return to India for permanent settlement

or

• b. the particulars of the NRE/NRO Account with a Bank in India, if not furnished earlier.
• 1. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members may file nomination forms in respect of their physical shareholdings. Any member willing to avail this facility may submit to the company's registrar & share transfer agent in the prescribed statutory form. Should any assistance be desired, members should get in touch with the company's registrar and share transfer agent.
• 1. Members who are holding shares in identical order of names in more than one folio are requested to send to the Registrar and Share Transfer Agent ('RTA'), the details of such folios together with the share certificates for consolidating their holdings into one folio. The share certificates will be returned to the Members after making requisite changes thereon.
• 1. Members are requested to forward their communications in connection with shares held by them directly to the Company Secretary of the Company or its RTA, namely, M/s S.K.D.C. Consultants Limited, "Surya" 35, Mayflower Avenue Behind Senthil Nagar, Sowripalayam Road,Coimbatore - 641028 by quoting the Folio number or the Client ID number with DP ID number.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. A member who needs any clarification on accounts or operations of the Company shall write to the Company Secretary, so as to reach her at least 7 days before the meeting. The same will be replied by the Company suitably.
• 1. Members who wish to claim dividends, which remain unclaimed, are requested to correspond with the Company Secretary / RTA of the Company. Members are requested to note that pursuant to Section 124 of the Companies Act, 2013 dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government under Section 125 of the Companies Act, 2013. The details of unpaid dividend can be viewed on the Company's website www.lambodharatextiles.com. As per the provisions of Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the Company will be transferring the share(s) on which the beneficial owner has not enchased any dividend during the last seven years to the IEPF demat account as identified by the IEPF Authority. The shareholders whose unclaimed dividend /share has been transferred to the 'Investor Education and Protection Fund', may claim the same from IEPF authority by filing Form IEPF-5 along with requisite documents. Mrs. Priyadarshini V,

Company Secretary, is the Nodal Officer of the Company for the purpose of verification of such claims.

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report for the financial year 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the physical copy of the Annual Report will not be sent. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.lambodharatextiles.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Link Intime India Private Limited at instavote.linkintime.co.in. Members can attend and participate in the Annual General Meeting through VC/OAVM facility only.
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. Members may note that M/s. Jain & Mohan., Chartered Accountants, (FRN: 006896S), the Statutory Auditors of the Company were appointed by the Shareholders at the 23rd Annual General Meeting (AGM) held on 22nd September, 2017, to hold office for a period of 5 years till the conclusion of AGM to be held during the year 2022, subject to ratification by the shareholders at every AGM. However, the Ministry of Corporate Affairs vide notification dated 7th May 2018 amended Section 139 of the Companies Act, 2013 by omitting the requirement of seeking ratification of the members for appointment of statutory auditors at every AGM. Accordingly, the original resolution appointing the Statutory Auditors passed by the Shareholders at the 23rd AGM held on 22nd September, 2017 was amended vide resolution approved by the Shareholders at their 24th AGM held on 20th September, 2018 to remove the requirement for ratification of the appointment of auditors by the shareholders at every AGM. Hence, no resolution is being proposed for ratification of appointment of Statutory Auditors at this Annual General Meeting
• 1. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to Shareholders at the prescribed rates. For the prescribed rates for various categories, the Shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The Shareholders are requested to update their Residential Status, Category as per IT Act, PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode) immediately.

A Resident individual shareholder having PAN and entitled to receive dividend amount exceeding `5,000/- and who is not liable to pay income tax, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to info@ lambodharatextiles.com on or before 9th September, 2021. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.

Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to info@lambodharatextiles.com. The aforesaid declarations and documents need to be submitted by the shareholders on or before 9th September, 2021.

Separate intimation in this regard to Shareholders will be given on or before 9th September, 2021.

• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participant(s) with whom they are maintaining their demat account(s). Members holding shares in physical form can submit their PAN details to the Company or RTA.
• 1. Members holding shares in electronic form may please note that as per the regulations of Securities Exchange Board of India (SEBI), National Security Depository Services Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Company is obliged to print the bank details on the dividend warrants as furnished by these depositories to the Company and the Company cannot entertain any request for deletion/change of Bank details already printed on dividend warrants as per the information received from the concerned depositories. In this regard, Members should contact their Depository Participants (DP) and furnish particulars of any changes desired by them.
• 1. Brief resume, details of shareholding and Directors' inter-se relationship of Directors seeking election/re-election/ changes in terms as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2, are provided as Annexure to this Notice.
• 1. As per the green initiative taken by the Ministry of Corporate Affairs, the shareholders are advised to register/update their e-mail address with the Company/RTA in respect of shares held in physical form and with the concerned Depository Participant in respect of shares held in electronic form in order to enable the Company to serve documents in electronic mode.
• 1. Members who have not received the split share certificates ( 5/- face value) are requested to receive the split share certificates by surrendering their old share certificates ( 10/- face value) to the company's registrar & share transfer agent immediately.
• 1. Annual financial statements and related details is posted on the Company's website and is also kept for inspection at the Registered Office of the Company. A copy of the same will be provided to the members on request.
• 1. Soft copies the Register of Directors and Key Managerial Personal and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts

or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members during the AGM. Members can inspect the same by sending an e-mail to info@lambodharatextiles.com.

VOTING THROUGH ELECTRONIC MEANS

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, (as amended) (including any statutory modification(s), clarifications, exemptions or reenactments thereof for the time being in force), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS - 2), the Company is providing to its Members with the facility to cast their vote electronically from a place other than venue of the Annual General Meeting ("remote e-voting") using an electronic voting system provided by Link Intime India Private Ltd ('LIIPL'), as an alternative, for all members of the Company to enable them to cast their votes electronically, on all the business items set forth in the Notice of Annual General Meeting and the business may be transacted through such remote e-voting. The instructions to e-voting, as given below, explains the process and manner for casting of vote(s) in a secure manner.

• I. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of Annual General Meeting Notice and holding shares as of the cut-off date, i.e. Thursday, 02nd September, 2021, may refer to this Notice of the Annual General Meeting, posted on Company's website www.lambodharatextiles.com for detailed procedure with regard to remote e-voting. Any person who ceases to be the member of the Company as on the cut-off date and is in receipt of this Notice, shall treat this Notice for information purpose only.
• II. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again. Once the vote on a Resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
• III. The voting period begins on Monday, 06th September 2021 (9.00 A.M. IST) and ends on Wednesday, 08th September 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 of 02nd September 2021 may cast their votes electronically. The e-voting module shall be disabled by LIIPL for voting thereafter.

The instructions for members for voting electronically are as under : -

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can 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 to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:-

Type of shareholders	Login Method
IndividualShareholders holdingsecurities in dematmode with NSDL	•IfyouarealreadyregisteredforNSDLIDeASfacility,pleasevisitthe e-Services website of NSDL. Open web browser by typing thefollowing URL: https://eservices.nsdl.com either on a PersonalComputer or on a mobile. Once the home page of e-Services islaunched, click on the "Beneficial Owner" icon under "Login" whichis available under 'IDeAS' section. A new screen will open. You willhave to enter your User ID and Password.
	•Aftersuccessfulauthentication,youwillbeabletoseee-Votingservices. Click on "Access to e-Voting" under e-Voting servicesand you will be able to see e-Voting page. Click on company nameor e-Voting service provider name and you will be re-directed toe-Voting service provider website for casting your vote during theremote e-Voting period or joining virtual meeting & voting duringthe meeting.
	•IftheuserisnotregisteredforIDeASe-Services,optiontoregisteris available at https://eservices.nsdl.com. Select "Register Onlinefor IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	•Visitthee-VotingwebsiteofNSDL.Openwebbrowserbytypingthefollowing URL: https://www.evoting.nsdl.com/ either on a PersonalComputer or on a mobile. Once the home page of e-Voting systemis launched, click on the icon "Login" which is available under'Shareholder/Member' section. A new screen will open. You willhave to enter your User ID (i.e. your sixteen digit demat accountnumber hold with NSDL), Password/OTP and a Verification Codeas shown on the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see e-Votingpage. Click on company name or e-Voting service provider nameand you will be redirected to e-Voting service provider websitefor casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.
	•Shareholders/MemberscanalsodownloadNSDLMobileApp"NSDL Speede" facility by scanning the QR code mentioned belowfor seamless voting experience.

Individual	Shareholders holdingsecurities in dematmode with CDSL	•	ExistinguserwhohaveoptedforEasi/Easiest,theycanloginthrough their user id and password. Option will be made availableto reach e-Voting page without any further authentication. TheURL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on NewSystem Myeasi.
		•	AftersuccessfulloginofEasi/Easiesttheuserwillbealsoableto see the E Voting Menu. The Menu will have links of e-Votingservice provider i.e. NSDL, KARVY, LINK INTIME, CDSL. Click one-Voting service provider name to cast your vote.
		•	IftheuserisnotregisteredforEasi/Easiest,optiontoregisteris available athttps://web.cdslindia.com/myeasi./Registration/EasiRegistration
		•	Alternatively,theusercandirectlyaccesse-Votingpagebyproviding demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate theuser by sending OTP on registered Mobile & Email as recordedin the demat Account. After successful authentication, user willbe provided links for the respective ESP where the E Voting is inprogress.
	IndividualShareholders(holding securities	•	Youcanalsologinusingthelogincredentialsofyourdemataccount through your Depository Participant registered with NSDL/CDSL for e-Voting facility.
	in demat mode)& login throughtheir depositoryparticipants	•	Oncelogin,youwillbeabletoseee-Votingoption.Onceyouclickon e-Voting option, you will be redirected to NSDL/CDSL Depositorysite after successful authentication, wherein you can see e-Votingfeature. Click on company name or e-Voting service provider nameand you will be redirected to e-Voting service provider websitefor casting your vote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.

IndividualShareholders holding	1.	Open the internet browser and launch the URL: https://instavote.linkintime.co.in
securities in Physicalmode & evoting		Click on "Sign Up" under 'SHARE HOLDER' tab and registervwith your following details: -
service Provider isLINKINTIME.		A.User ID: Shareholders/ members holding shares in physicalform shall provide Event No + Folio Number registered withthe Company.
		B.PAN: Enter your 10-digit Permanent Account Number(PAN) (Members who have not updated their PAN withthe Depository Participant (DP)/ Company shall use thesequence number provided to you, if applicable.
		C.DOB/DOI: Enter the Date of Birth (DOB) / Date ofIncorporation (DOI) (As recorded with your DP / Company- in DD/MM/YYYY format)
		D.Bank Account Number: Enter your Bank Account Number(last four digits), as recorded with your DP/Company.
		•Shareholders/membersholdingsharesinphysicalform but have not recorded 'C' and 'D', shall providetheir Folio number in 'D' above
		vSet the password of your choice (The password shouldcontain minimum 8 characters, at least one special Character(@!#$&*), at least one numeral, at least one alphabet and atleast one capital letter).
		vClick "confirm" (Your password is now generated).
	2.	Click on 'Login' under 'SHARE HOLDER' tab.
	3.	Enter your User ID, Password and Image Verification (CAPTCHA)Code and click on 'Submit'.
	4.5.	After successful login, you will be able to see the notification fore-voting. Select 'View' icon.
		E-voting page will appear.
	6.	Refer the Resolution description and cast your vote by selectingyour desired option 'Favour / Against' (If you wish to view the entireResolution details, click on the 'View Resolution' file link).
	7.	After selecting the desired option i.e. Favour / Against, click on'Submit'. A confirmation box will be displayed. If you wish to confirmyour vote, click on 'Yes', else to change your vote, click on 'No' andaccordingly modify your vote.

Institutional shareholders:

Institutional shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at 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.

Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have forgotten the password:

• l Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password?'
• l Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on 'Submit'.
• l In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.
• l Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
• l 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.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

• l Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.
• l It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• l For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e., NSDL/ CDSL, they may contact the respective helpdesk given below:

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

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions ('FAQs') and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this notice:

• l 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 scanned copy of Aadhar Card) by email to info@lambodharatextiles.com .
• l For Demat shareholders Members are requested to update their email address with the depository participants by following the procedure advised by them and then follow the instructions as detailed above to login for e-voting.

Instructions for Shareholders/Members to attend the Annual General Meeting through Insta Meet (VC/OAVM) are as under:

l Shareholders/Members are entitled to attend the Annual General Meeting through VC/OAVM provided by Link Intime by following the below mentioned process. Facility for joining the Annual General Meeting through VC/OAVM shall open 30 minutes before the time scheduled for the Annual General Meeting and will be available to the Members on first come first serve basis.

Shareholders/Members are requested to participate on first come first serve basis as participation through VC/OAVM is limited and will be closed on expiry of 15 (fifteen) minutes from the scheduled time of the Annual General Meeting. Shareholders/Members with >2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chair Persons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions of first-comefirst serve basis. Members can log in and join 30 (thirty) minutes prior to the schedule time of

the meeting and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the schedule time.

• l Shareholders/ Members will be provided with InstaMeet facility wherein Shareholders/ Member shall register their details and attend the Annual General Meeting as under:
  • 1. Open the internet browser and launch the URL for InstaMeet <<https://instameet. linkintime.co.in>> and register with your following details:
    • a. DP ID / Client ID or Beneficiary ID or Folio No.: Enter your 16 digit DP ID / Client ID or Beneficiary ID or Folio Number registered with the Company
    • b. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with Depository Participant or Company shall use the sequence number provided to you, if applicable).
    • c. Enter your Mobile No.
    • d. Enter your Email ID, as recorded with your DP/Company.
  • 1. Click "Go to Meeting"

Note:

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case the shareholders/members have any queries or issues regarding e-voting, you can write an email to instameet@linkintime.co.in or Call us: - Tel : (022-49186175)

Instructions for Shareholders/Members to register themselves as Speakers during Annual General Meeting:

• • Shareholders/ Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, email id, mobile number at info@lambodharatextiles.com on or before Wednesday, 8th September 2021 at 12.00 PM.
• • The first 20 Speakers on first come basis will only be allowed to express their views/ask questions during the meeting.
• • Shareholders/ Members, who would like to ask questions, may send their questions in

advance mentioning their name, demat account number/folio number, email id & mobile number at info@lambodharatextiles.com. The same will be replied by the company suitably.

Note:

Those shareholders/members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Annual General Meeting.

Shareholders/ Members should allow to use camera and are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Instructions for Shareholders/Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutiniser during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

• 1. On the Shareholders VC page, click on the link for e-Voting "Cast your vote".
• 1. Enter Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet and click on 'Submit'.
• 1. After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
• 1. 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'.

• 1. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" 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.

Note:

Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not cast 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 facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

In case the shareholders/members have any queries or issues regarding e-voting, you can write an email to instameet@linkintime.co.in or Call us: - Tel : (022-49186175)

IV. The voting rights of shareholders shall be in proportion to their shares of the paid up equity

share capital of the Company as on the cut-off date of Thursday, 02nd September 2021.

• V. Mr. M.D.Selvaraj, FCS of MDS & Associates, Company Secretaries, Coimbatore, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
• VI. The Chairman shall, at the Annual General Meeting, at the end of discussion on the resolutions on which voting is to be held, allow e-voting for all those members who are present at the Annual General Meeting by electronic means but have not cast their votes by availing the remote e-voting facility.
• VII. The Scrutinizer shall, after the conclusion of voting at the Annual General Meeting, first count the votes cast during the AGM and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
• VIII. The results shall be declared within 2 days from the conclusion of the Annual General Meeting. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.lambodharatextiles.com and on the website of LIIPL and be communicated to the Stock Exchanges, where the shares of the Company are listed by the Chairman or a person authorized by him.

By Order of the Board For Lambodhara Textiles Limited

Place : Coimbatore Date : 25.06.2021

Bosco Giulia Whole-time Director (DIN: 01898020)

Details of Directors seeking appointment / re-appointment at the forthcoming twenty seventh Annual General Meeting ((Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 – Clause 1.2.5 issued by ICSI)).

Name	Narayanasamy Balu
Director Identification Number	08173046
Date of Birth	06-06-1962
Nationality	Indian
Date of first appointment on the Board	11-07-2018
Brief Profile/ Experience	Mr. Narayanasamy Balu aged 58 years is associated
	with the Company since 1997 and designated as
	the Factory Manager in our Company from 1997,
	23 years of experience in the field of operations and
	management of textile industry.
Inter-se relationship with other Directors	Nil
Qualification	BA History from Madurai Kamaraj University.
Expertise in functional area	Textile Industry Operational and Management Level
No. of shares held in the Company	Nil
List of companies in which Directorship	Nil
held as on 31.03.2021
Chairman/ Member of the Committees of	-
the Board of the companies on which he
is a Director as on 31.03.2021
Number of Board meetings attended	6/6
during the year
Remuneration last drawn and sought to	` 7.38 Lakhs
be paid
Terms and conditions of re-appointment	Liable to retire by rotation
Board position held	Whole-Time Director

By Order of the Board For Lambodhara Textiles Limited

Place : Coimbatore Date : 25.06.2021

Bosco Giulia

Whole-time Director (DIN: 01898020)