MANAKSIA LIMITED

37[th] Annual General Meeting -Notice

==> picture [39 x 17] intentionally omitted <==

Regd. Office: Turner Morrison Building,

6 Lyons Range, Mezzanine Floor, North-West Corner, Kolkata- 700 001 Phone No.:+91-33-22310055; Fax No.: +91-33-2230 0336, Email: [email protected]; website: www.manaksia.com Corporate Identity Number: L74950WB1984PLC038336

NOTICE OF 37[TH ] (THIRTY SEVENTH) ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty-Seventh Annual General Meeting (AGM) of the Members of Manaksia Limited (“Company”) will be held on Tuesday, the 21[st] September, 2021 at 12.30 P.M. IST through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), to transact the following business (es) in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws read with MCA General Circular No. 20/2020, 14/2020, 17/2020 and 02/2021 dated 5th May, 2020, 8th April, 2020 , 13th April, 2020 and 13[th] January, 2021 respectively and also SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020 and other applicable circulars, if any:

Ordinary Businesses:

To receive, consider and adopt:
a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31[st ] March, 2021 including the Audited Balance Sheet and Statement of Profit & Loss for the year ended 31[st] March, 2021 and the Reports of the Board of Directors and Auditors thereon; and
b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021 including the Consolidated Audited Balance Sheet and Statement of Profit & Loss for the year ended 31[st] March, 2021 and the Report of the Auditors thereon.
To declare final dividend of Rs. 3.00/- per share (i.e. 150%) on the Equity Shares of the Company for the Financial Year ended 31st March, 2021.
To appoint Mr. Sunil Kumar Agrawal, (DIN: 00091784) Non-Executive Director, who retires by rotation and being eligible offers himself for re-appointment to hold office from the date of this 37[th] Annual General Meeting till the date of 38[th] Annual General Meeting of the Company.

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and in terms of Regulation 17 and other applicable regulations, if any, of the of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded to re-appoint Mr. Sunil Kumar Agrawal (DIN: 00091784), Non-Executive Director of the Company, who retires by rotation at this 37[th] Annual General Meeting and being eligible, offered himself for re appointment, as a non- rotational director from the date of this 37[th] Annual General Meeting till the date of 38[th] Annual General Meeting of the Company.

RESOLVED FURTHER THAT the Board of Directors and/ or a Committee thereof, 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]

2020-21

37[th] Annual General Meeting -Notice

Special Businesses:

4. Approval of Related Party Transactions

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company’s policy on Related Party Transactions, approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with Sumo Steels Limited, a related party, on such terms and conditions as the Board of Directors may deem fit, up to a maximum aggregated value of Rs. 40 crores (Rupees Forty Crores) for the Financial Year 2021-22, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors and/ or a Committee thereof, 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.”

5. Approval of Related Party Transactions

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force) and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company’s policy on Related Party Transactions, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with MINL Limited, a wholly owned subsidiary of the Company and a related party, on such terms and conditions as the Board of Directors may deem fit, up to a maximum aggregated value of Rs. 30 crores (Rupees Thirty Crores) for the Financial Year 2021-22, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board of Directors and/ or a Committee thereof 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.”

6. Approval of Related Party Transactions

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

[2]

2020-21

37[th] Annual General Meeting -Notice

2015, and the Company’s policy on Related Party Transactions, approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with Manaksia Steels Limited, a related party, on such terms and conditions as the Board of Directors may deem fit, up to a maximum aggregated value of Rs. 100 crores (Rupees One Hundred Crores) for the Financial Year 202122, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company.

Regd. Office:

Turner Morrison Building, 6 Lyons Range, Mezzanine Floor, North-West Corner, Kolkata – 700 001 Date : 11[th] August, 2021

By Order of the Board of Directors

Pradip Kumar Kandar Company Secretary ACS-19020

NOTES:

(1) In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 20/2020 dated May 5, 2020 read with circulars No. 14/2020, 17/2020, 2/2021 dated April 8, 2020, April 13, 2020, January 13, 2021 respectively (collectively referred to as “MCA Circulars”) and also SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (collectively referred to as “SEBI Circulars”), and all other relevant circulars issued from time to time, if any permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. 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 Video Conferencing (VC) / Other Audio Video Means (OAVM). The AGM has been convened through VC / OAVM in compliance with applicable provisions of the Act and MCA Circulars. Hence, Members can attend and participate in the AGM through VC/OAVM only. Further, for the purpose of technical compliance of the provisions of section 96(2) of the Companies Act, 2013 we are assuming the place of meeting as the place where the Company is domiciled i.e. the registered office of the Company. The detailed procedure for participating in the meeting through VC/OAVM is annexed herewith.
(2) The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the Agency for providing e-voting facility (remote e-voting and voting at AGM) to the shareholders of the Company in order to cast their votes electronically in terms of said ‘MCA Circulars’.
(3) Pursuant to the provisions of Section 105 of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and such proxy need not be a member. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
(4) In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.
(5) Members who hold shares in physical form in multiple folios in identical names or joint

[3]

2020-21

37[th] Annual General Meeting -Notice

names in the same order of names are requested to send the share certificates to the Company’s Registrar and Share Transfer Agent (‘RTA’) for consolidation into single folio.

(6) Pursuant to the provisions of Section 113 of the Act, representative of the Corporate Members may be appointed for the purpose of e-voting, for participation in the 37[th] AGM through VC /OAVM facility and voting during the 37[th] AGM. Institutional / Corporate Members (i.e. other than individuals / HUF, NRI, etc.) are requested to send a scanned copy (PDF/JPG Format) of its Board 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, at [email protected] with a copy marked to [email protected].
(7) The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, the 15[th] September, 2021 to Tuesday, the 21[st] September, 2021 (both days inclusive) for the purpose of Annual General Meeting. The Company has fixed Tuesday, 14[th] September, 2021 as the ‘Record Date’ for determining entitlement of members to final dividend for the Financial Year ended March 31, 2021, if approved at the AGM.
(8) If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source will be made on or before 5[th] October, 2021 as under:
i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories”, as of end of the day on Tuesday, 14[th] September, 2021;
ii. To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as on the close of business hours on Tuesday, 14[th] September, 2021.
(9) Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM.
(10) The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting has been done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting, held on 22[nd] September, 2017.
(11) A Statement pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard on General Meetings (Revised) (SS-2), relating to the Special Business to be transacted at the Meeting is annexed hereto. The Board of Directors considered that the special businesses under item no. 4 to 6 unavoidable, be transacted at the AGM. Information on the Directors retiring by rotation/proposed to be appointed/re-appointed at the Meeting as required under Regulation 36 (3) of the SEBI Listing Regulations, as amended, and SS-2 are provided in the Annexure to this Notice.
(12) SEBI vide its Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8[th] June, 2018 and Notification No. SEBI/LAD-NRO/GN/2018/49 dated 30[th] November, 2018 amended Regulation 40 of SEBI Listing Regulations. As per Regulation 40 of the SEBI Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s RTA for assistance in this regard.

[4]

2020-21

37[th] Annual General Meeting -Notice

(13) SEBI vide its Circular No. SEBI / HO/ MIRSD/DOP1/CIR/P/2018/73 dated 20[th] April, 2018 had mandated that for making dividend payments, companies whose securities are listed on the Stock Exchanges shall use electronic clearing services (local, regional or national), direct credit, real time gross settlement, national electronic funds transfer etc. The Company and its RTA are required to seek relevant bank details of shareholders from depositories/ investors for making payment of dividends in electronic mode. It is also required to print the bank details on the physical instrument if the payment is made in physical mode. Further, pursuant to recent General Circular 20/2020 dated 5[th] May, 2020 companies are directed to credit the dividend of the shareholders directly to the bank accounts of shareholders using Electronic Clearing Service. Accordingly, Members are requested to provide or update (as the case may be) their bank details with the respective depository participant for the shares held in dematerialized form and with the RTA in respect of shares held in physical form.
(14) 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 their PAN to their Depository Participants (DPs) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to RTA viz. Link Intime India Private Limited at 502 & 503, 5[th] Floor, Vaishno Chamber, 6 Brabourne Road, Kolkata 700 001.
(15) In accordance with the Ministry of Corporate Affairs’ Green Initiative measures, members holding shares in physical form who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communications including Annual Reports, Notices and Circulars etc. from the Company electronically. However, where the shares are held by the members in dematerialized form, the same has to be communicated to his/her Depository Participant for the purpose of receiving any of the aforesaid documents in electronic form. If there is any change in the e-mail ID already registered with the Company, Members are requested to immediately notify such change to the Company or its RTA in respect of shares held in physical form and to DPs in respect of shares held in electronic form.
(16) In compliance with the relevant Circulars, the Company shall publish a public notice by way of an advertisement before the date of circulation of Annual Report alongwith AGM Notice by email, in one English Newspaper and one Bengali Newspaper, both having a nationwide circulation, inter alia , advising members whose e-mail ids are not registered with the Company, its RTA or Depository Participant(s) (DPs), as the case may be, to register their e-mail ids with them.
(17) Pursuant to the provisions of Section 124 and Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) (the ‘IEPF Rules’) the dividend up to the year ended March 31, 2014 and earlier years remaining unpaid or unclaimed for a period of seven years from the date of transfer of the same to the unpaid dividend account, has been transferred to the Investor Education and Protection Fund established by the Central Government.

Adhering to the various requirements set out in the IEPF Rules, as amended; the amount due to be transferred to IEPF during financial year 2020-21 were transferred in accordance with the IEPF Rules. Details of shares transferred to the IEPF Authority in the previous year(s) are available on the website of the Company.

The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Shareholders may claim their unclaimed dividend for the years prior to and including the Financial Year 2013-14 and their shares from the IEPF Authority by applying in prescribed

[5]

2020-21

37[th] Annual General Meeting -Notice

IEPF e-From (IEPF – 5). This Form can be downloaded from the website of IEPF Authority i.e. www.iepf.gov.in, the access link of which is also available on the Company’s corporate website i.e. www.manaksia.com.

(18) Shareholders who have not so far encashed their Interim Dividend Warrants for financial year 2014-15, 2015-16, 2017-18, 2018-19 and 2019-20 may immediately approach the Company/its RTA for revalidation of unclaimed Dividend Warrants at least 10 days before they are due for transfer to the Investor Education and Protection Fund (“IEPF”) established by the Central Government.

The following are the details of unpaid/unclaimed amounts and respective due date for transfer of unclaimed dividend to IEPF:

Unclaimed/Unpaid Dividends:

Year	Date of Declaration of Dividend	Due date for transfer to IEPF	Unpaid/Unclaimed Dividend amount as on 31st March, 2021 (In Rs.)
2014-15 (Interim Dividend)	14.02.2015	22.03.2022	280324.00
2015-16 (Interim Dividend)	07.11.2015	13.12.2022	249307.55
2017-18 (Interim Dividend)	31.08.2017	06.10.2024	275751.00
2018-19 (Interim Dividend)	14.02.2019	22.03.2026	657654.00
2019-20 (1stInterim Dividend)	11.11.2019	17.12.2026	365886.00
2019-20 (2ndInterim Dividend)	28.02.2020	04.04.2027	1190722.50

Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 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 PAN with the Company/ RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a declaration in Form No. 15G/15H. .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. Resident shareholders and Non-Resident shareholders are requested to upload the details and documents referred to in this Notice, as applicable to them on the link: https://www.linkintime.co.in/formsreg/submission-of-form-15g-15h.html. No communication on the tax determination / deduction shall be entertained beyond 5.00 p.m. on Friday, September 17, 2021.

(19) As per the provisions of the Section 72 of the Act the facility for making/ varying /cancelling nominations is available to individuals, holding shares in the Company in physical form. Nominations can be made in Form No. SH.13 and any variation /cancellation thereof can be made by giving a notice to the Company in Form No. SH.14, prescribed under the Companies (Share Capital and Debentures) Rules, 2014 for the purpose. The Forms can be obtained from the RTA /Company.

[6]

2020-21

37[th] Annual General Meeting -Notice

(20) Members holding shares in Electronic/ Demat form are advised to contact their respective Depository Participants for making/ varying/ cancelling nominations.
(21) As required by SEBI vide its Circular, the shareholders are requested to furnish a copy of the PAN card to the Company/RTA while sending the shares held in physical form for transfer, transmission, transposition and deletion of name of the deceased shareholder(s).
(22) Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company’s RTA, Link Intime India Pvt. Ltd at 502 & 503, 5[th] Floor, Vaishno Chambers, 6 Brabourne Road, Kolkata- 700001.
(23) As the AGM is being conducted through VC or OAVM, the Members are encouraged to express their views or send their queries well in advance for smooth conduct of the AGM but not later than 05:00 P.M. (IST) 11th September, 2021, mentioning their names, folio numbers /demat account numbers, e-mail addresses and mobile numbers at [email protected] and only such questions / queries received by the Company till the aforesaid date and time shall be considered and responded during the AGM.
(24) Members are requested to contact the Company’s RTA, Link Intime India Pvt. Ltd. at [email protected] for reply to their queries/ redressal of complaints, if any, or contact the Company Secretary at the Registered Office of the Company (Phone:+91-3322310055; Email: [email protected]).
(25) In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM, inter alia , indicating the process and manner of voting through electronic means along with the Annual Report 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 Notice and Annual Report 2020-21 are also available on the Company’s website www.manaksia.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 NSDL (agency providing remote e-Voting facility) https://www.evoting.nsdl.com.
(26) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested maintained under Section 189 of the Act, and the relevant documents referred to in the Notice of the AGM will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].
(27) Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
(28) Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
(29) The Members can join the AGM through the VC/OAVM mode 15 minutes before and after the scheduled time of commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit

[7]

2020-21

37[th] Annual General Meeting -Notice

Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

(30) Members are requested to visit the website of the Company, www.manaksia.com, for viewing the Quarterly and Annual Financial Results and for more information about the Company.
(31) Instructions for e-voting and joining the AGM through VC/OAVM are as follows:
A. Voting through electronic means
I. 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) and Regulation 44 of SEBI Listing Regulations (as amended), Secretarial Standard on General Meeting issued by the Institute of the Company Secretaries of India and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the businesses to be transacted at the AGM. The facility of casting votes by a member using remote e-voting system as well as voting on the date of the AGM will be provided by NSDL.
II. The members who have cast their vote by remote e-voting prior to the Meeting may also attend/participate in the Meeting through VC/OAVM but shall not be entitled to change or cast their vote again.
III. The remote e-voting period shall commence on Friday, the 17[th] September, 2021 (9:00 a.m.) and end on Monday, the 20th September, 2021 (5:00 p.m.). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, the 14[th] September, 2021, may cast their vote by remote e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled by NSDL for voting thereafter and the facility shall forthwith be blocked. Those Members, who will be present in the AGM through VC / OAVM 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 system during the AGM. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
IV. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of Tuesday, the 14[th] September, 2021. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting during the AGM.
V. Any person, who acquires shares of the Company and become member of the Company, after the dispatch of the notice and holding shares as of the cut-off date may obtain the login ID and password by sending a request at [email protected] or [email protected].
VI. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-voting as well as voting during the AGM.
VII. Ms. Pammy Jaiswal, Partner (Membership No.: 48046, CP No.: 18059) of Vinod Kothari & Company, Practising Company Secretaries, has been appointed as the Scrutinizer for to scrutinize the remote e-voting and voting during the AGM in a fair and transparent manner.

[8]

2020-21

37[th] Annual General Meeting -Notice

VIII. The process and manner for remote e-voting are as under:

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

- 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: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

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.

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner” icon under “Login” which is available under“IDeAS”section. A new screen will open. 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 options available against company name ore- Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com . Select “Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 digits demat account number held with NSDL), Password/OTP and a Verification Code as shown on the

[9]

2020-21

37[th] Annual General Meeting -Notice

		screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their 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 Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe- Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistr ation Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
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. Once 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 options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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. NSDL and CDSL.

[10]

2020-21

37[th] Annual General Meeting -Notice

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 [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
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 [email protected] or contact at 022- 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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, your Password/OTP 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.
Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can use 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

[11]

2020-21

37[th] Annual General Meeting -Notice

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
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 [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

[12]

2020-21

37[th] Annual General Meeting -Notice

General Guidelines for shareholders

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 e-mail to [email protected] with a copy marked to [email protected].
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.
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 contact Mr. Amit Vishal, AVP / Ms. Pallavi Mhatre, Manager, NSDL, Trade World, “A” Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai 400 013 at toll free no. 11800 1020 990 / 1800 22 44 30 or at E-mail ID : [email protected]

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 :

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 [email protected]
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 [email protected]. If you are an Individual shareholders holding securities in demat - mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI Circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility .

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted 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 system in the AGM.

[13]

2020-21

37[th] Annual General Meeting -Notice

Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned in instruction for members for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and / or Password may retrieve the same by following the remote e- Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to enable camera and ensure good internet connectivity to avoid any disturbance during the AGM.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
In case of any query / grievance with respect to Remote E-voting, members may refer to the Frequently Asked Questions (FAQs) for Shareholders and Remote E-voting User Manual for Shareholders available under the Downloads section of NSDL’s e-voting website or contact Mr. Amit Vishal, Senior Manager / Ms. Pallavi Mhatre, Manager, NSDL, Trade World, “A” Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai-400 013 at telephone no. 022 – 24994360 / 022 – 24994545 or toll free no. 1800 – 222 – 990 or at E-mail ID: [email protected].
Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from September 15, 2021 (9:00 a.m. IST) to September 17, 2021 (5:00 p.m. IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Other Instructions:

During the AGM, the Chairman shall after response to the questions raised by the Members in advance or as a speaker at the AGM, announce the start of the casting of vote through the e- voting system. After that the Members participating through VC/OAVM facility, eligible (who have not casted vote earlier through remote e-voting process or otherwise barred to cast vote) and interested to cast votes, have to cast the votes, the e-voting will be closed with the formal announcement of closure of the 37th AGM.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 (forty eight) hours from 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 authorised by him in writing, who shall countersign the same.

[14]

2020-21

37[th] Annual General Meeting -Notice

The Results declared along with the Scrutinizer's Report shall be placed on the Company's website at www.manaksia.com and on the notice board of the Company at its Registered Office and on the website of NSDL at www.nsdl.com within two working days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges where the Company’s shares are listed. Subject to receipt of requisite number of votes, the resolutions set out in the Notice shall be deemed to be passed on the date of the AGM.

Regd. Office: Turner Morrison Building, 6 Lyons Range, Mezzanine Floor, North-West Corner, Kolkata – 700 001 Date : 11[th] August, 2021

By Order of the Board of Directors

Pradip Kumar Kandar Company Secretary ACS 19020

[15]

2020-21

37[th] Annual General Meeting -Notice

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

As required under Section 102 of the Companies Act, 2013 (as amended) the following Explanatory Statement sets out all material facts relating to the Special Business set out in the accompanying Notice:

Item No. 3:

Members to note that Mr. Sunil Kumar Agrawal (DIN: 00091784), Non Executive Director of the Company, retires by rotation at this Annual General Meeting and being eligible, offered himself for re appointment as a non-rotational non-executive director from the date of this 37[th] Annual General Meeting (‘37[th] AGM’) till the date of 38[th] Annual General Meeting (38[th] AGM) of the Company. Accordingly, it is proposed to re-appoint Mr. Sunil Kumar Agrawal as a non-executive director not liable to retire by rotation from the date of this 37[th] AGM till the date 38[th] AGM. Re-appointment of a Director who is retiring by rotation is an Ordinary business; however as a better corporate governance practice the Board of Directors is setting out this explanatory statement as a part of the notice.

It is to be noted that the Audit Committee and Board of Directors of the Company at their respective meetings held on 11[th] August, 2021 had approved and recommended the resolution no. 3 for the approval of the shareholders.

Except Mr. Sunil Kumar Agrawal and their relatives, none of the other Directors or Key Managerial Personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolution.

Item No. 4:

Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Power) Rules, 2014 provides that any Related Party Transaction will require prior approval of shareholders through ordinary resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual turnover of the Company as per last audited financial statements of the Company. As per the provisions of Regulation 23 of the SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. The proposed transaction(s) with Sumo Steels Limited shall not be material as per the criteria of the materiality prescribed under the SEBI Listing Regulations.

However, the value of the proposed aggregated transactions with Sumo Steels Limited is likely to exceed the threshold limit as provided under the Companies Act, 2013, and is expected to be around Rs. 40 crore (Rupees Forty Crore) during the Financial Year 2021-22.

Pursuant to Rule 15 of the Companies (Meeting of Board and its Power) Rules, 2014, as amended, particulars of the transactions with Sumo Steels Limited are as follows:

Sl. No. Particulars Remarks 1. Name of the Related Party Sumo Steels Limited 2. Name of the Director or KMP who is related Mr. Suresh Kumar Agrawal 3. Nature of Relationship Entities over which KMP's and their relatives have significant influence
1. Nature, material terms, monetary value and Sale of raw materials like Hot particulars of the contract or arrangement Rolled Coils, Spares, on the general commercial terms i.e. payment credit period, delayed payment interest, delivery of the products, etc. of the company.

[16]

2020-21

37[th] Annual General Meeting -Notice

Any other information relevant or important for the members to take a decision on the proposed resolution

The pricing of the products will be at prevailing market price and on arm’s length basis. Payment will be received upon delivery of materials. Monetary value of aggregate proposed transactions during FY 2021-22 is expected to be Rs. 40 crores (Rupees Forty Crores). Product available for sale at a market price to the related party and justified from economies of scale point of view.

As per Section 188 of the Act related parties of the Company shall not vote to approve the said resolution.

The Audit Committee and the Board of Directors in their respective meetings have reviewed the terms and conditions of the aforesaid proposed transactions and accordingly the Board recommended the above resolution no. 4 for the approval of the shareholders.

Except Mr. Suresh Kumar Agrawal and their relatives, none of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolution.

Item No. 5:

Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Power) Rules, 2014 provides that any Related Party Transaction will require prior approval of shareholders through ordinary resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual turnover of the Company as per last audited financial statements of the Company. As per the provisions of Regulation 23 of the SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. The proposed transaction(s) with MINL Limited shall not be material as per the criteria of the materiality prescribed under the SEBI Listing Regulations.

However, the value of the proposed aggregated transaction with MINL Limited is likely to exceed the threshold limit as provided under the Companies Act, 2013, and is expected to be around Rs. 30 crores (Rupees Thirty Crores) during the Financial Year 2021-22. MINL Limited is a wholly owned subsidiary of the Company and its accounts are consolidated with the accounts of the Company and therefore approval of the shareholders is not required. However, as better corporate governance practice the resolution is proposed for your approval.

Pursuant to Rule 15 of the Companies (Meeting of Board and its Power) Rules, 2014, as amended, particulars of the transactions with MINL Limited are as follows:

Sl. No.	Particulars	Remarks
1.	Name of the Related Party	MINL Limited
2.	Name of the Director or KMP who is related	None
3.	Nature of Relationship	Wholly owned Subsidiary
4.	Nature, material terms, monetary value and	Sale of raw materials	and / or
	particulars of the contract or arrangement	spares like Zink Metals, etc. on
		the general commercial terms of
		the Company i.e.	payment,
		credit period, delayed	payment
		interest, delivery	of the
		products, etc. The pricing of the

[17]

2020-21

37[th] Annual General Meeting -Notice

products will be at prevailing market price and on arm’s length basis. Payment will be received upon delivery of materials. Monetary value of aggregate proposed transactions during FY 2021-22 is expected to be Rs. 30 crores (Rupees Thirty Crores).

Any other information relevant or important for Product available for sale to the members to take a decision on the proposed related party at prevailing resolution market price and justified from economies of scale point of view.

As per Section 188 of the Act related parties of the Company shall not vote to approve the said resolution.

The Audit Committee and the Board of Directors in their respective meetings have reviewed the terms and conditions of the aforesaid transactions and accordingly the Board recommend the above resolution no. 5 for the approval of the shareholders.

None of the Directors or key managerial personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolution.

Item No. 6:

Section 188 of the Companies Act, 2013 read with Companies (Meeting of Board and its Power) Rules, 2014 provides that any Related Party Transaction will require prior approval of shareholders through ordinary resolution, if the aggregate value of transaction(s) amounts to 10% or more of the annual turnover of the Company as per last audited financial statements of the Company. As per the provisions of Regulation 23 of the SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. The proposed transaction(s) with Manaksia Steels Limited shall be material as per the criteria of the materiality prescribed under the SEBI Listing Regulations.

The value of the proposed aggregated transaction with Manaksia Steels Limited is likely to exceed the said threshold limit as provided under the Companies Act, 2013, and is expected to be around Rs. 100 crores (Rupees One Hundred Crores), during the Financial Year 2021-22

Pursuant to Rule 15 of the Companies (Meeting of Board and its Power) Rules, 2014, as amended, particulars of the transactions with Manaksia Steels Limited are as follows:

Sl. No. Particulars Remarks 1. Name of the Related Party Manaksia Steels Limited 2. Name of the Director or KMP who is related Mr. Suresh Kumar Agrawal and Mr. Vineet Agrawal
1. Nature of Relationship Entities over which KMP's and their relatives have significant influence
1. Nature, material terms, monetary value and Purchase of raw material like BP particulars of the contract or arrangement Sheets, CR TQ Sheet, HR PO Sheets etc., on the general commercial terms of the company i.e. credit period, delayed payment interest,

[18]

2020-21

37[th] Annual General Meeting -Notice

Any other information relevant or important for the members to take a decision on the proposed resolution

delivery of the products, etc. The pricing of the products will be at prevailing market price and on arm’s length basis. Payment will be made upon receiving the delivery of the product. Monetary value of aggregate proposed transactions during FY 2021-22 is expected to be Rs. 100 crores (Rupees One Hundred Crores). Raw material available with related party and of desired quality at market price.

As per Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations, related parties of the Company shall not vote to approve the said resolution.

The Audit Committee and the Board of Directors in their respective meetings have reviewed the terms and conditions of the aforesaid proposed transaction and accordingly the Board recommend the above resolution no. 6 for the approval of the shareholders.

Except Mr. Suresh Kumar Agrawal and Mr. Vineet Agrawal and their relatives, none of the other Directors or key managerial personnel or their relatives is, in anyway, concerned or interested, financially or otherwise, in the said resolution.

Regd. Office:

Turner Morrison Building, 6 Lyons Range, Mezzanine Floor, North-West Corner, Kolkata – 700 001 Date : 11[th] August, 2021

By Order of the Board of Directors

Pradip Kumar Kandar Company Secretary ACS-19020

[19]

2020-21

37[th] Annual General Meeting -Notice

Annexure

Details of the Directors retiring by rotation / seeking re-appointment at the forthcoming Annual General Meeting in pursuance of Regulations 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2:

Name of the Director	Mr. Sunil Kumar Agrawal
Director Identification Number	00091784
Date of Birth / Age	11.12.1961 59years
Date of first Appointment on the Board	02.09.2000
Qualifications	Commerce Graduate
Terms and conditions of appointment or re- appointment	He is being appointed as Non-Executive Director of the Company
Details of remuneration sought to be paid (Rs. in Lacs)	Nil
Last Remuneration Drawn (Rs. in Lacs)	Nil
Expertise in specific functional areas	Wide experience and knowledge in overall business management, in manufacturing and factory administration.
Directorship held in other Companies including Foreign Companies excluding alternate directorship	1. Athena Minerals and Steel Pvt. Ltd. 2. SSM Advance Materials Pvt. Ltd. 3. SSQ Exports Pvt. Ltd. 4. Manaksia Cements Pvt. Ltd. 5. Manaksia Coated Metals & Industries Ltd. 6. Manaksia Aluminium Company Ltd. 7. JPA Snacks Private Ltd. 8. GeometryTrade Finance Private Ltd.
Membership/Chairmanship of the Committee of other Public Companies	1. Member of Audit Committee – - Manaksia Aluminium Company Ltd. 2. Member of Stakeholders’ Relationship Committee - Manaksia Coated Metals & Industries Ltd. 3. Member of Nomination & Remuneration Committee - Manaksia Coated Metals & Industries Ltd. 4. Member of Committee of Directors - Manaksia Coated Metals & Industries Ltd. - Manaksia Aluminium CompanyLtd.
Membership/Chairmanship of the Committee of the Board of Directors of the Company	1. Member of Audit Committee 2. Members of Stakeholders’ Relationship Committee 3. Member of Corporate Social Responsibility Committee 4. Member of Committee of Directors
Number of Shares held in the Company	1616060 no equity shares
Relationship with other Directors and other Key Managerial Personnel of the Company	Mr. Suresh Kumar Agrawal – Father’s brother (uncle)
Number of Board meetings Attended during theyear	4 (Four)

[20]

2020-21

AI assistant

MANAKSIA LIMITED AGM Information 2021

59076_rns_2021-08-25_ad4c6fbe-8697-451b-af08-208c72f4a5c9.pdf