Libas Consumer Products Limited — Proxy Solicitation & Information Statement 2021

Feb 22, 2021

National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051

Scrip Symbol – LIBAS Series: EQ

Sub: Submission of Notice Postal Ballot under Regulation 30 of the SEBI (LODR) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are attaching Notice of Postal Ballot sent to the members of the Company, for your perusal and records.

The aforesaid have also been sent to all eligible shareholders and also available on company's website.

For & on behalf of Libas Consumer Products Ltd.

Riyaz Eqbal Ahmed Ganji (Whole-time Director) Mumbai (DIN: 02236203) February 22, 2021

Libas Consumer Products Limited

(formerly known as Libas Designs Limited) CIN: L18101MH2004PLC149489 Regd. Off.: 401, 4th Floor, Crecent Royale, Off New Link Road Lokhanwala Complex, Andheri (West), Mumbai-400053 Phone: +91 22 4976 7404/7396 Website: www.libasdesignsltd.com, E-Mail: accounts@libas.co.in

POSTAL BALLOT NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

Dear Members,

Notice is hereby given that pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as "the Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (hereinafter referred to as the 'Rules') (including any statutory modification(s) or amendment(s) thereto, and as amended from time to time) and pursuant to other applicable laws and regulations, that the resolution below, in relation to:-

1. Issue of Bonus Shares

is proposed to be passed by the members through postal ballot/electronic voting (evoting).

The resolutions and the relevant statement pursuant to section 102 of the Act setting out the material facts and the reasons for the proposed resolutions are appended herewith along with a Postal Ballot Form for your consideration. The Company has, in compliance with Rule 22(5) of the aforesaid Rules, appointed M/s SARK & Associates, Company Secretaries as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Postal Ballot Notice, along with Postal Ballot Form shall be available on the website of the Company, www. libasdesignsltd.com, on the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL, www.evotingindia.nsdl.com.

Further, the Company is offering e-voting facility to its members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. Shareholders are requested to read the instructions in the Notes under the section "General information and instruction relating to e-voting" in this postal ballot notice ("Postal Ballot Notice") to cast their vote electronically. Shareholders are requested to cast their vote through the e-voting process not later than by 5:00 P.M. on Tuesday, March 25, 2021 for being considered valid, failing which it will be strictly considered that no vote has been received from the respective shareholder. In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The voting period shall commence at 9:00 A.M. (IST) on Wednesday, February 24, 2021 and

shall end at 5:00 P.M. on Thursday, March 25, 2021.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny of the voting process. The results shall be announced by the Chairman or in his absence by any Director of the Company on or before Saturday, March 27, 2021 at the Registered Office of the Company and will be communicated to National Stock Exchange of India Limited ("NSE") and National Securities Depository Limited ("NSDL"). The results, along with the Scrutinizers Report will be placed on the website of the Company, www.libasdesignsltd.com, on the website of the Stock Exchange i.e. NSE at www.nseindia.com respectively, and on the website of NSDL, i.e., www. evotingindia.nsdl.com.

SPECIAL BUSINESS

Item No. 1

Issue of Bonus Shares

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India ("SEBI") (Issue of Capital and Disclosure Requirements) Regulations, 2009 ("the ICDR Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India ("RBI"), if any, from time to time, the enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of such conditions or modifications by the Board of Directors, consent of the members be and is hereby accorded to the Board of Directors of the Company ('the Board', which term shall include any Committee authorised by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalisation of a sum not exceeding INR 24,500,000/- (Rupees Two crore Forty Five lakh only) from and out of the securities premium reserve of the Company, as may be considered appropriate for the purpose of issue of bonus equity shares of INR 10/- (Rupees Ten only) each, credited as fully paid up to eligible members of the Company holding equity shares of INR 10/- (Rupees Ten only) each of the Company whose names appear in the Register of Members on a 'Record Date' to be determined by the Board for this purpose, in the proportion of 1 (One) new fully paid-up equity share of INR 10/- (Rupees Ten only) each for every 5 (Five) existing fully paid-up equity share of INR 10/- (Rupees Ten only) each held by them, (i.e., in the ratio of 1:5) and that the bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such member.

RESOLVED FURTHER THAT the bonus equity shares so allotted shall rank pari passu in all respects with the fully paid-up equity shares of the Company as existing on the Record Date.

RESOLVED FURTHER THAT the bonus equity shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER THAT the bonus equity shares shall be credited to the respective beneficiary accounts of the members with their

respective Depository Participant(s) and no letter of allotment shall be issued to the allottees of the new Bonus Equity shares.

RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to Non-Resident Members, Foreign Institutional Investors (FIIs) and other Foreign Investors, if any, be subject to the approval of RBI or any other regulatory authority, as may be necessary.

RESOLVED FURTHER THAT where the proportion of the new bonus shares is not in the exact proportion of the holding of the existing sub-divided equity shares and results in any shareholder becoming entitled to fraction of new equity shares to be allotted as Bonus Shares, the Company shall not issue any certificate or Coupon in respect of such fractional shares but the total number of new equity shares representing such fraction shall be allotted by the Board of Directors to a person/persons appointed by the Directors act as a trustee/trustees for and on behalf of the shareholders, who shall have the right to be allotted such fractional shares on behalf of the existing shareholders and the Company shall issue in favour of such trustee, such equity shares after consolidating all the fractional shares into a marketable lot and thereafter such equity shares shall be sold by such trustee or trustees at the prevailing market rate(s) and the net sale proceeds (after deduction of all such expenses incurred for sale) of such shares be distributed amongst such shareholders who are entitled to such fractional shares in proportion to their respective fractional entitlement thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of such bonus equity shares on the Stock Exchanges where the securities of the Company are presently listed as per the provisions of the Listing Regulations and other applicable regulations, rules and guidelines.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to give such directions as may be necessary, proper, expedient or desirable 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 to delegate all or any of such powers to the Committee(s), and its decision shall be final and binding."

For and on the behalf of, Libas Consumer Products Limited

	Riyaz EqbalGanji
February 19, 2021	Whole Time Director
Mumbai	DIN: 02236203

IMPORTANT NOTES:

• 1. The explanatory statement pursuant to Sections 102 and 110 of the Act stating all material facts and the reasons for the proposal is annexed herewith.
• 1. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days during business hours till the conclusion of the Postal Ballot voting period, i.e., March 25, 2021.
• 1. The Postal Ballot Notice is being sent to the shareholders of the Company, whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, February 19, 2021.
• 1. The Postal Ballot Notice is being sent by electronic mode to those members whose email addresses are registered with the Company/Depositories. The Postal Ballot Notice will also be available on the Company's website at www.

libasdesignsltd.com, on the website of the Stock Exchange i.e. National Stock Exchange of India Limited, at www.nseindia.com, and on the website of NSDL, i.e., www.evoting.nsdl.com

• 1. Members who have not registered their email address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s). Members may note that the Company has additionally enabled a process for the limited purpose of receiving shareholder communications during the calendar year 2021 and the Members may update their email address by accessing, cs@libas.co.in
• 1. Shareholders are requested to vote through the remote e-voting process.
• 1. Shareholders whose names appear in the Register of Members/List of Beneficial Owners as on the Cut Off date, i.e., Friday, February 19, 2021, will be considered for the purpose of e-voting.
• 1. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.
• 1. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, February 19, 2021. A person who is not a shareholder on the said cut-off date should treat this notice for information purpose only.
• 1. In compliance with the provisions of Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has

provided the facility to the shareholders to exercise their votes electronically, through the e-voting service facility arranged by NSDL, and the business may be transacted through such voting. The instructions for evoting are provided as part of this Postal Ballot Notice.

• 1. Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section "General information and instruction relating to e-voting" in this Postal Ballot Notice. Shareholders are requested to cast their vote through the evoting process not later than 5:00 P.M. on Thursday, March 25, 2021, failing the said it will be strictly considered that no vote has been received from that particular shareholder.
• 1. The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny of the voting process. The results shall be announced by the Chairman or in his absence by any Director of the Company on Saturday, March 27, 2021 at the Registered Office of the Company and be communicated to National Stock Exchange of India Limited ("NSE") and National Securities Depository Limited ("NSDL").
• 1. The resolutions, if passed by the requisite majority shall be deemed to have been passed on Thursday, March 25, 2021 through the e-voting process.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER

The remote e-voting period begins on February 24, 2021 at 09:00 A.M. and ends on March 25, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to

change it subsequently. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, February 19, 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically 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.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below: How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Mannerof	Your User ID is
holding shares
i.e.Demat
(NSDLor
CDSL)or
Physical
a) For Members	8CharacterDPID
whohold	followed by 8 Digit Client
shares in demat	ID
accountwith	For example if your DP ID
NSDL.	is IN300*** and Client ID is
	12****** then your user ID
	is IN30012***.
b) For Members	16 Digit Beneficiary ID
whohold	Forexampleifyour
shares in demat	BeneficiaryIDis
accountwith	12************** then your
CDSL.	user ID is 12**************
c) For Members	EVEN Number followed
holding shares	byFolioNumber
inPhysical	registeredwiththe
Form.	company
	Forexampleiffolio
	numberis001***and
	EVEN is 101456 then user
	ID is 101456001***

• 1. Your password details are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from

NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.

1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to tarpan.shah@sarkcs.in with a copy marked to evoting@nsdl.co.in.

• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. 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 download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice

• 1. In case shares are held in physical mode please provide 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 cs@libas.co.in.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@libas.co.in.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 1

With a view to encourage participation of small investors by making equity shares of the Company more affordable, increase the liquidity of the equity shares and to reward the shareholders of the Company, the Board of Directors in its meeting held on February 19, 2021, proposed to issue Bonus Shares by capitalization of approximately INR 2.45 crore from Securities Premium Account/General Reserve Account or such other accounts as are permissible to be capitalized and utilized for the purpose, as per the audited accounts of the Company for the Financial Year ended March 31, 2020, by way of issue of 1 (One) Bonus Share for every 5 (Five) fully paid-up equity share of face value of INR 10/- (Rupees ten Only) each held by the Shareholders of the Company. The Bonus Shares so issued shall be distributed to such shareholders whose names shall appear on its Register of Shareholders or in the respective beneficiary account with the respective Depository Participants, on the 'Record Date' to be determined by the Board of Directors of your Company, (which shall be deemed to include any Committee thereof) for the purpose of issue of Bonus Shares. The Bonus Shares so allotted shall rank pari-passu in all respects with the existing sub-divided fully paid-up equity shares of the Company.

Article 168 of the Articles of Association of the Company permits capitalization of reserves by applying the same towards payment of unissued shares to be allotted to the shareholders. The Bonus shares shall be issued

pursuant to the applicable provisions of the Companies Act, 2013, to the extent Rules notified and applicable, Articles of Association of the Company, the SEBI (Issue of Capital and Disclosure requirements) Regulations, 2009 and subject to such other approvals, if any required, after capitalizing an appropriate sum as may be determined by the Board out of the amount standing to the credit of the Securities Premium Account/General Reserve Account or any other permitted Reserves/ Surplus of the Company being eligible for the purpose.

Your Directors recommend passing of the resolution as an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested in this Resolution.

For and on the behalf of, Libas Consumer Products Limited

February 19, 2021 Mumbai

Riyaz EqbalGanji Whole Time Director DIN: 02236203