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LORENZINI APPARELS LIMITED Proxy Solicitation & Information Statement 2023

Apr 21, 2023

62123_rns_2023-04-21_5c90eb85-2349-41d8-bfab-d79583de93df.pdf

Proxy Solicitation & Information Statement

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Date: 21-04-2023

LORENZINI APPARELS LIMITED

(An ISO 9001: 2015 Certified Company) CIN: L17120DL2007PLC163192

To,

BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400001 Scrip Code: 540952

National Stock Exchange Limited, Exchange Plaza, C-1, Block G, Bandra (E), Bandra Kurla Complex, Mumbai – 400051 Symbol: LAL

Subject: Postal Ballot Notice

Sir,

Pursuant to the Regulation 30 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Postal Ballot Notice, being sent to the members of the Company for taking approval through remote e-voting on the following Special Business items:

S.NO Description of Resolution Type of Resolution
1 To Consider and Appointment of Mr. Ajay (DIN: 08556054) as
an Independent Director of the company
Special

The remote e-voting period would commence from 9.00 AM. (IST) on Sunday April 23, 2023 and will end at 5.00 PM (IST) Monday, May 22, 2023.

The aforesaid information is also disclosed on the website of the company at: www.mymonteil.com.

Thanking you,

For and behalf of LORENZINI APPARELS LIMITED

Sandee Digitally signed by Sandeep Jain Date: 2023.04.21 p Jain 11:08:56 +05'30' Sandeep Jain Managing Director DIN: 02365790

Encl: as above

C-64, Okhla Industrial Area, Phase – 1, New Delhi – 110020 Ph.: 011-40504731 Email Id: [email protected], [email protected], Website: www.mymonteil.com

LORENZINI APPARELS LIMITED

(An ISO 9001: 2015 Certified Company) CIN: L17120DL2007PLC163192

POSTAL BALLOT NOTICE

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 read together with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment(s) thereof for the time being in force), and pursuant to provisions laid down in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time for obtaining the approval of members of the Company through postal ballot/electronic voting (e-voting) for the resolution set out hereinafter.

The explanatory statement pertaining to the aforesaid resolution setting out the material facts and reasons thereof is annexed thereto with the Postal Ballot form for your consideration.

The Company has engaged the services of CDSL (Central Depository Services Limited) to provide the e-voting facility. Accordingly, members may cast their vote electronically through the CDSL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link www.evotingindia.com from Sunday, April 23, 2023, 9.00 a.m. (IST) onwards to Monday, May 22, 2023, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Tuesday, April 18, 2023 has appointed M/s KMPM & Company, Practicing Company Secretaries, Delhi, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company on or before Wednesday, May 24, 2023 at the Company’s registered office. Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed.

The duly completed postal ballot form(s) should reach the scrutinizer at 611, 6th Floor, Pragati Tower, Rajendra Place New Delhi -110008 or at email id [email protected] not later than 05:00 p.m. on May 22, 2023 otherwise it will be strictly treated as if reply from the member has not been received.

In addition to the results being communicated to BSE Limited (BSE) & National Stock Exchange (NSE), the results along with Scrutinizer’s report will also be placed on Company’s website viz. www.mymonteil.com and shall also be available at the Company’s registered office on all working days (except Saturday & Sunday) from 11 a.m. to 4 p.m.

C-64, Okhla Industrial Area, Phase – 1, New Delhi – 110020 Ph.: 011-40504731 Email Id: [email protected], [email protected], Website: www.mymonteil.com

Please read and follow the instructions on e-voting enumerated in the Notes to this Notice. Only the members entitled to vote are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote under the e-voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat the Notice as an intimation only. Detailed instructions to use the facility are given separately.

The Resolution, if approved, will be taken as passed effectively on the last date of e- voting/receipt of physical ballot papers i.e., 22.05.2023 .

Proposed Resolutions:

ITEM No: 1 TO CONSIDER & APPROVE APPOINTMENT OF MR. AJAY (DIN:08556054) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mr. Ajay (DIN: 08556054), who was appointed as an Additional Director in the capacity of an Independent Director with effect from March 02, 2023, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of five years w.e.f. date of original appointment and that he shall not be liable to retire by rotation.

“RESOLVED FURTHER THAT any Director or Company Secretary be and are hereby severally authorized to do all acts, deeds, matters and things as considered necessary and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolutions.”

By Orders of the Board of Directors FOR LORENZINI APPARELS LIMITED

Sandeep Digitally signed by Sandeep Jain Jain Date: 2023.04.19 14:58:14 +05'30' Sandeep Jain Managing Director DIN: 02365790

Date:18/04/2023 Place: New Delhi

NOTES:

  1. The explanatory statement and reasons for the proposed resolutions as required under Section 102 and 110of the Companies Act, 2013 read with rules setting out all material facts relating to the resolutions mentioned in this postal Ballot Notice is attached. Further additional information as required under the Listing Regulation is annexed to this notice.

  2. This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company /depository participant(s), as on April 14, 2023 (“Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

  3. The Notice is available on the Company’s website www.mymonteil.com and the websites of the Stock Exchange viz., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com on the website of the CDSL.

  4. The members can opt for only one mode for voting i.e. either by physical ballot or e- voting. If you are opting for e-voting, then do not vote by physical ballot and vice-versa. However, in case Member(s) cast their vote both via physical ballot and e-voting, the voting validity done through e-voting shall prevail and voting done by physical ballot shall be treated as invalid.

  5. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.

  6. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating e- voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.

  7. The Board of Directors of the Company has appointed Mr. Pawan Kumar Mahur (F8462), of M/s. KMPM & Co. Practicing Company Secretaries, Delhi, to act as the "Scrutinizer" for conducting the postal ballot process, in affair and transparent manner.

  8. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 am to 4:00 pm from the date of dispatch of the Postal Ballot Notice up to the completion of Postal Ballot i.e., May 22, 2023.

  9. The Scrutinizer after completion of the scrutiny will submit his report to the Chairman of the Company or a person authorized by him on or before Wednesday, May 24, 2023. The results of the postal ballot will be declared by the Chairman or a person authorized by him in this regard on or before Wednesday, May 24, 2023 at the Registered Office of the Company. The results will also be posted on the website of the Company www.mymonteil.com and intimated to the Stock Exchanges where the shares of the Company are listed.

  10. The resolutions passed by the members through postal ballot shall be deemed to have been passed as if they have been passed at a duly convened general meeting of the members.

11. Voting through electronic means:

Pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, General Circular and any other applicable provisions, if any, the Company has extended remote e-voting facility to enable the members to cast their votes electronically through the remote e- voting services provided by Central Depository Services (India) Limited (CDSL).

The remote e-voting facility will be available during the following period:

Commencement of the remote e-
voting
From 09:00 A.M (IST) on Sunday,
April 23,2023
End of Remote e-voting Upto 05:00 P.M (IST) on Monday,
May22,2023

The remote e-voting module shall be disabled by CDSL for voting at 5:00 P.M. (IST) on Monday, May 22, 2023. Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013

In respect of Item No.1 To Consider and Appointment of Mr. Ajay (DIN: 08556054) as Independent Director of the Company

The Board of Directors of the Company at its meeting held on March 02, 2023, appointed Mr. Ajay as an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from March 02, 2023, subject to the approval of the Members of the Company. In terms of section 160 of the Companies Act, 2013, Nomination and Remuneration Committee and the Board have recommended the appointment of Mr. Ajay as an Independent Director pursuant to the provisions of Sections 149 ,152 and 161(1) of the Companies Act, 2013.

The Company has also received a notice in writing from candidature of Mr. Ajay to be appointed as Independent Director of the Company. Company has also received a declaration from Mr. Ajay confirming that he meets the criteria of independence under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received Mr. Ajay consent to act as a Director in terms of section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Mr. Ajay fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for his appointment as an Independent Director of the Company and he is independent of the management. Considering Mr. Ajay knowledge and experience, the Board of Directors is of the opinion that it would be in the interest of the Company to appoint him as an Independent Director for a period of five years with effect from March 02, 2023.

Copy of letter of appointment of Mr. Ajay setting out the terms and conditions of appointment is being made available for inspection by the members through electronic mode. Additional information in respect of Mr. Ajay, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2), is given at below to this Notice.

Except Mr. Ajay, being the appointee, or his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at Item No.4.

Disclosure pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings.

A BRIEF RESUME OF DIRECTORS PROPOSED TO BE REAPPOINTED IS GIVEN BELOW

Name Mr. Ajay
Director Identification Number
(DIN)
08556054
Designation/category of the
**Director **
Non-Executive, Independent Director
Age 32 Years
Qualifications Post Graduate in Arts
Experience (including expertise
in specific functional area)
Having an experience of working of more than 7 years
in the field of Manpower
Terms
and
Conditions
of
Appointment /Reappointment
As per the resolution passed by the shareholders.
Remuneration last drawn
(Including sitting fees, if any)
NIL
Date of first appointment on the
Board
March 02, 2023
Shareholding in the Company as
on date of notice
NIL
Relationship with other Directors
/ Key Managerial Personnel

Not Applicable
Number of meetings of the Board
attended during the year
NA
Directorships of other Boards as
on March 31, 2023
1) Bhaarti Hr Solutions Private Limited
Membership / Chairmanship of
Committees of other Boards as
on March31, 2023.
NIL
The Justification for choosing the
appointees for appointment as
Independent Directors
The role and capabilities as required in the case of an
independent director are well defined in the Policy on
Nomination, Appointment, and Removal of Directors.
Further, the Board has a defined list of core
skills/expertise/competencies, in the context of its
business and sector for it to function effectively.
The Nomination and Remuneration committee of the
Board has evaluated the profile of Mr. Ajay possess the
relevant skill and capabilities to discharge the role of
Independent Directors.

BY ORDER OF THE BOARD OF DIRECTORS FOR LORENZINI APPARELS LIMITED

Sd/Sandeep Jain Managing Director DIN: 02365790

Place: New Delhi Date: 18.04.2023

1. Instructions for remote e-voting are as below:

  • (i) Remote e-voting period shall commence on Sunday, April 23, 2023, and end on Monday, May 22, 2023 (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. April 14, 2023 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) During the remote e-voting period, Members can login at CDSL e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again

  • (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to 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 in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
1) Users who have opted for CDSL Easy / Easiest facility, can login
through their existing user id and password. Option will be made
available
to
reach
e-Voting
page
without
any
further
authentication. The URL for users to login to Easy / Easiest
arehttps://web.cdslindia.com/myeasi/home/login
or
visit
www.cdslindia.com and click on Login icon and select New
System My easy.
2) After successful login the Easy / Easiest user will be able to see
the e-Voting option for eligible companies where the e-voting is in
progress as per the information provided by company. On clicking
the e-voting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access
the
system
of
all
e-Voting
Service
Providers
i.e.
CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-
Voting service providers’ website directly.
3) If the user is not registered for Easy/Easiest, option to register is
available
at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin The system
  • will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

  • 1) If you are already registered for NSDL IDeAS facility, please visit

  • Individual the e-Services website of NSDL. Open web browser by typing the Shareholders following URL: https://eservices.nsdl.com either on a Personal holding Computer or on a mobile. Once the home page of e-Services is securities in launched, click on the “Beneficial Owner” icon under “Login” demat mode which is available under ‘IDeAS’ section. A new screen will open. with NSDL You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  • 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • 3) 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. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting.
4) Shareholders/Members can also download NSDL Mobile App
NSDL Speede” facility by scanning the QR code mentioned below
for seamless voting experience.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding Voting facility. After Successful login, you will be able to see e-Voting
securities in option.Once you clickone-Voting option, you willberedirected to
demat mode)
login through
their
Depository
Participants
NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting
period orjoining virtual meeting & voting during themeeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e. CDSL and NSDL
Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding securities
in Demat mode withCDSL
Members facing any technical issue in login
can contact CDSL helpdesk by sending a
request at [email protected]
or contact at 022- 23058738 and 22-
23058542-43.
Individual Shareholders holding securities
in Demat mode withNSDL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
  • (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholder
holding shares in Demat.
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as physical
shareholders)
• Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank Details
ORDate of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded in your demat account or in the company records in
order to login.
• If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank
details field.
  • (v) After entering these details appropriately, click on “SUBMIT” tab.

  • (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (viii) Click on the EVSN of the Company for which you choose to vote.

  • (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xv) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.comand register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. 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 Company at [email protected]/or RTA email at [email protected].

  2. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022- 23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai.

POSTAL BALLOT FORM

(Pursuant to Section 110 of the Companies Act, 2013)

1. Name and address of the Sole/First named
Member
2. Name(s) of the Joint Member(s), if any
3. Registered folio No./ DP ID No. / Client ID No.
(
Applicable to investors holding shares in
dematerialized form)
4. Number of Shares held

I/we hereby exercise my/our vote in respect of the Special Resolution to be passed through postal ballot for the special businesses stated in the notice of the postal ballot dated April 18, 2023, of the Company, by giving my/our assent or dissent to the said resolution by placing the tick (√) mark at the appropriate box below:

Sr.
No.
Description No. of Shares
held
I/We
assent
to
the
resolution
(FOR)
I/We dissent to
the
resolution
(AGAINST)
1. To Consider and Appointment
of Mr. Ajay (DIN: 08556054) as
Independent Director of the
Company

Place:

Date: (Signature of the Member)

Notes:

  1. Please read the instructions printed overleaf carefully before exercising the vote.

  2. Last date for receipt of the Postal Ballot form by the Scrutinizer is 22.05.2023

INSTRUCTIONS

  1. Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions mentioned herein and those mentioned in the Postal Ballot Notice and return the same duly completed in the enclosed Self-addressed Postage Pre-Paid Reply Envelope to the Scrutinizer. Postage on Self addressed Pre-paid Reply Envelope will be borne by the Company. However, envelopes containing Postal Ballot Form, if deposited in person or sent by Courier or by Registered Post at the expense of the Registered Member will also be accepted by Scrutinizer.

  2. The envelopes containing the Postal Ballot Form should reach the Scrutinizer not later than the close of business hours i.e., 5:00 p.m. on Monday, May 22, 2023. Postal Ballot Form(s) received after this date and time will be treated as if the reply from the Member has not been received.

  3. The Postal Ballot Form should be completed and signed (as per the specimen signature registered with the Company / Depository) by the Member. Any unsigned or incomplete Postal Ballot Form will be liable to be rejected.

  4. In case of joint holding, the Postal Ballot Form should be completed and signed by the first named Member and in the absence of such Member, by the next named joint-holder. There will be only one Postal Ballot Form for every folio irrespective of the number of joint Member(s).

  5. In case of shares held by Companies, Trusts, Societies etc., a duly completed Postal Ballot Form should be signed by its authorized signatory. In such cases the Postal Ballot Form shall be accepted only if the same is accompanied by a Certified True Copy of the Board Resolution/Authorisation together with the specimen signature(s) of the duly Authorised Signatory(ies).

  6. Assent or dissent to the proposed resolutions may be recorded by placing a tick mark (√) in the appropriate column. Postal ballot form bearing tick mark (√) in both the column will render the form invalid. This Postal Ballot Form should be used for voting; no other form shall be accepted.

  7. Any incomplete, unsigned, incorrectly completed, incorrectly ticked, defaced, torn, mutilated, overwritten, wrongly signed Postal Ballot Form will liable to be rejected. The Postal Ballot shall not be exercised by a Proxy.

  8. Voting Rights shall be reckoned on the Paid-up Value of shares registered in the name of the Member as on 14.04.2023.

  9. Members are requested to fill the Postal Ballot Form in indelible ink and not in any erasable writing mode.

  10. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the date and time specified above.

  11. Members are requested not to send any other paper(s) along with the Postal Ballot Form in the enclosed self-addressed postage prepaid envelope as all postal ballot(s) will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.

  12. The Scrutinizer’s decision on the validity of Postal Ballot Form shall be final.

  13. The Resolutions, if assented by requisite majority, shall be considered as passed on 22.05.2023.