Mahalaxmi Rubtech Ltd. — Proxy Solicitation & Information Statement 2023

Mar 13, 2023

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TRIVEDI
SHITAL MARSH
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Digitally signed by TRIVEDI SHITAL MARSH DN: c=IN, postalCode=380013, st=GUJARAT, street=29/K, HARIPARK APPARTMENT ,BESIDE PAVAN PARTY PLOT ,AHMEDABAD,NARANPURA ,380013, l=AHMEDABAD, o=Personal, serialNumber=f3069973c4b530fdc597298f7ec08c6bcf56d7d7508b2a 0591a5bca036c51d2a, pseudonym=103a5f54fa6e476bb2723d8f87333ab3, 2.5.4.20=4226fc5cf005223f393d5c53f4bdfb7af17a3bb5812494ab8ee 0d004a351c097, email=MISTRY.SHITAL@HOTMAIL.COM, cn=TRIVEDI SHITAL MARSH Date: 2023.03.13 20:26:07 +05'30'

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Mahalaxmi Rubtech Limited

CIN: L25190GJ1991PLC016327

REGISTERED OFFICE: 47, New Cloth Market, O/s. Raipur Gate, Ahmedabad – 380 002. CORPORATE OFFICE: “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015.

WEB: www.mrtglobal.com; Ph.: 079 – 4000 8000; FAX: 079 – 4000 8030;E-MAIL: cs@mahalaxmigroup.net

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Dear Members,

Notice is hereby given, pursuant to the provisions of Section 108, 110 and other applicable provisions of the Companies Act, 2013, (hereinafter referred to as “the Act”) read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), as amended and subject to such other applicable Laws and Regulations, to the Members to seek their approval to transact the following business by passing Resolution as set out hereinbelow through Postal Ballot including electronic voting (e-voting process).

The Explanatory Statement setting out the material facts is annexed to this Notice as required under Sections 102 of the Act. The Board of directors of the Company has appointed Mr. Bunty Hudda, Proprietor of M/s. Bunty Hudda & Associates, (ACS: 31507 and CP No.: 11560), as Scrutinizer to conduct the remote e-voting process in a fair and transparent manner.

The remote e-voting shall commence on Tuesday, March 14, 2023 at 9.00 a.m. (IST) and end on Wednesday, April 12, 2023 at 5.00 p.m. (IST) and the voting shall not be allowed beyond the said date and time.

SPECIAL BUSINESS:

Item No. 1:

To approve continuation of Directorship of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as a Non‐Executive Independent Director beyond the age of 75 years in his current tenure.

In this regard, to consider and if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution:

“RESOLVED THAT, Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the Members of the Company be and

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is hereby accorded for continuation of Directorship of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), as a Non-Executive Independent Director of the Company from the day he attains the age of 75 years i.e., April 15, 2023 till the expiry of his current term till March 31, 2026 on the same terms and conditions as already approved by the Members.

RESOLVED FURTHER THAT , any Director of the Company and Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto."

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

DATE: MARCH 10, 2023 PLACE: AHMEDABAD

Sd/‐ SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

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NOTES:

1. An Explanatory Statement pursuant to Section 102 (1) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder setting out material facts and reasons concerning the above proposed Resolution is annexed hereto.

2. The Notice is being sent to all the members whose names appear in the Register of Members on Friday, March 10, 2023 i.e. ‘the cut-off date’. Accordingly, the members whose name appear in the Register of Members, has been considered for the purpose of voting and a person who is not a member as on cut- off date should treat this Notice for information purpose only. The voting rights of the members shall be in proportion to their equity shares held in the total paid up equity share capital of the Company as on the cut-off date i.e. Friday, March 10, 2023.

3. Pursuant to the provisions of Section 108 of the Act, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the “SEBI Listing Regulations”), Electronic Voting (“evoting”) facility is provided to all the eligible members of the Company. The facility of casting the vote by the members using e-voting system will be provided by Link Intime India Private Limited (“LIIPL”), Electronic Voting Service Provider (“EVSP”) of the Company having its office at 506-508, Amarnath Business Centre-1, (ABC-1), Besides Gala Business Centre, Near St. Xavier's College Corner, Off C G Road, Ellisbridge, Ahmedabad - 380006, e-mail: ahmedabad@linkintime.co.in, through its ‘instavote’ platform at the link: https://www.instavote.linkintime.co.in. Please note that a member who is entitled to vote, can exercise his/her/its vote only through e-voting. The members are requested to carefully read the instructions given below before casting their vote electronically.

4. The Portal for e-voting will remain open for the Members for exercising their voting from 09:00 a.m. on Tuesday, March 14, 2023 at 9.00 a.m. (IST) and end on Wednesday, April 12, 2023 at 5.00 p.m. (IST), both days inclusive. Please note that e-voting will be disabled by the EVSP after the said date and time. During this period, the Members of the Company holding equity shares either in physical form or dematerialized form, as on the cut-off date, may cast their vote electronically. Once the vote on a Resolution is cast by a member, he/ she/ it will not be able to change it subsequently or cast the vote again.

5. The Members who have not registered their e-mail addresses either with the Company, RTA of the Company or their Depository Participant (DP) are requested to register the same with the RTA in accordance with the process specified herein below at point no. 7 for generating User ID, to enable them to cast their votes on the Resolution set out in this Postal Ballot Notice. The Members can also register/ update their e-mail address with the Company by sending an e-mail to cs@mahalaxmigroup.net.

6. A copy of the Postal Ballot Notice is available on the website of the Company - www.mrtglobal.com; Link Intime India Private Limited - EVSP to the event - https://instavote.linkintime.co.in and on the website of The BSE Limited and The National Stock of India limited (NSE) - www.bseindia.com and www.nseindia.com

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respectively. (“The Stock Exchanges”) on which the Equity Shares of the Company are listed.

7. Procedure for registration of e-mail address by the Members of the Company:

  - (a)In case the shareholder holding shares in physical mode has not registered his/ her email address with the Company/ LIIPL/ Depositories, he/she may do so by sending a duly signed request letter to LIIPL by providing Folio No. and Name of shareholder at (UNIT: Mahalaxmi Rubtech Limited), 506-508, Amarnath Business Centre-1, (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off. C. G. Road, Ellisbridge, Ahmedabad - 380006, e-mail: ahmedabad@linkintime.co.in.;

  - (b) In the case of shares held in demat mode, the shareholder may contact the Depository Participant (‘DP’) and register the e-mail address in the demat account as per the process followed and advised by the DP and provide the Company updated client master or consolidated account statement.

1. In case shareholders/ members 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:

   • (i) Mr. Rajiv Ranjan, Asst. Vice President, Link Intime India Private Limited, C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai, Mumbai City, Maharashtra 400083 IN, Email: insta.vote@linkintime.co.in Tel: 022-4918 6000;

2. There will be one vote for every Client ID / registered folio number irrespective of the number of joint holders.

3. Based on the Scrutinizer's Report, the Results of remote e-voting will be declared on Thursday, April 13, 2023 The declared Results, along with the Scrutinizer's Report, will be available forthwith on the website of Company www.mrtglobal.com under the section 'Investor Relations' and will also be forwarded to the BSE Limited (the “BSE”) and National Stock Exchange of India Limited (the “NSE”), where the Company's shares are listed.

4. The above notes form an integral part of this postal ballot notice.

5. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Wednesday, April 12, 2023, which shall be deemed to have been passed through postal ballot process. The procedure with respect to remote e-voting is provided below:-

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Procedure / Remote e‐voting Instructions for Shareholders to cast votes for Postal Ballot through e‐voting:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

1. Individual Shareholders holding securities in demat mode with NSDL.

2. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login"" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added 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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

3. If you are 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

4. 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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e- Voting period.

5. Individual Shareholders holding securities in demat mode with CDSL.

6. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e- Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password.

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1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

2. If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

3. Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

4. Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e- Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non‐ Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

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B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (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 holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶ Set the password of your choice (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).

▶ Click “confirm” (Your password is now generated).

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for 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.

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Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e‐ mail address. Shareholders 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. 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.

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User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company.

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

Shareholders 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.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the Resolution 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”.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

ITEM NO. 1:

The Securities and Exchange Board of India ("SEBI") has vide its Notification No. SEBI/LADNRO/GN/2018/10 dated 9th May, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 ("the Amendment Regulations") which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") to be effective from 1st April, 2019, save as otherwise specifically provided for in the Amendment Regulations. Regulation 17(1A) of the Listing Regulations, which has been inserted by the Amendment Regulations, requires the Listed Entities to obtain approval of Shareholders by way of Special Resolution to appoint or continue the directorship of Non-Executive Directors who have attained the age of 75 years. Regulation 17(1A) will become effective from 1st April, 2019.

Accordingly, a Special Resolution is being proposed to be passed by the members for continuation of holding office of Director by Mr. Balveermal Kewalmal Singhvi (DIN: 05321014).

Mr. Balveermal Singhvi was appointed as a Non-Executive Independent Director of the Company in terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) for a period of five years effective from April 1, 2021 by the Members of the Company till 31[st] March, 2026.

Mr. Balveermal Singhvi will attain the age of 75 years on April 15, 2023 and approval of the Members will be required for continuation of his directorship from the day he attains the age of 75 years till expiry of his current term i.e., till March 31, 2026, notwithstanding that he has attained the age of 75 years.

Mr. Balveermal Singhvi, is a B.Com. and Diploma in Cost and Works Account by qualification. He is retired Banker (as Asst. General Manager) having around 40 years of rich experience in Loans, Accounting, Auditing and Banking related matters. During his banking tenure, he has managed loan portfolio of around Rs. 20,000 Crores for Gujarat region and has also been part of the core team for Banks advances at the Bank’s Head Office at New Delhi, overseeing loans and advance of the Bank at PAN India level.

Mr. Balveermal Singhvi is not related to any of the Directors of the Company.

Mr. Balveermal Singhvi is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority.

Considering the vast knowledge, acumen, expertise and performance of Mr. Balveermal Singhvi and significant contributions made, the Board of Directors is of the opinion that his continued association would be of immense benefit to the Company.

Further, in the opinion of the Board Mr. Balveermal Singhvi the condition for being reappointed as an Independent Director of the Company as specified in the Act and Rules made thereunder and the SEBI Listing Regulations and is independent of the management.

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On the the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company on March 10, 2023, subject to the approval of the Shareholders, have considered and approved the continuation of tenure of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), as a Non-Executive Independent Director of the Company beyond 75 years in his current term from April 15, 2023 till March 31, 2026, notwithstanding that he has attained the age of 75 years in pursuance to Regulation 17(1A) of the SEBI Listing Regulations.

The copy of the letter for appointment of Mr. Balveermal Kewalmal Singhvi as an Independent Director setting out the terms and conditions would be available for inspection without any fees by the members of the Company at the Registered office of the Company and also on the website at www.mrtglobal.com.

The Company has received the following documents from Mr. Balveermal Kewalmal Singhvi:-

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014;

(ii) Intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified in accordance with sub-section (2) of Section 164 of the Companies Act, 2013;

(iii) A declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, NSE Circular No.: NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority; and

(iv) A declaration that he meets the criteria of independence as provided in Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.

(v) Disclosure of interest is received in Form MBP-1 as per Section 184 of the Companies Act.

Save and except Mr. Balveermal Kewalmal Singhvi and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the Directors/ Key Managerial Personnel and their relatives are in any way, interested or concerned, financially or otherwise in the Resolution set out at Item No. 1 of the Notice.

The Board of Directors accordingly recommends the Special Resolution set out at Item No. 1 of the Notice for the approval of the members.

BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED

Sd/‐

DATE: MARCH 10, 2023 PLACE: AHMEDABAD

SHITAL MARSH TRIVEDI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A60855

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