Manali Petrochemicals Ltd. — Proxy Solicitation & Information Statement 2024

Apr 16, 2024

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Ref: MPL / Sectl / BSE & NSE / E-2 & E-3 / 2024 16[th] April 2024

The Manager The Listing Department Listing Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5 th Floor Corporate Relationship Department Plot No. C/1, G Block 1[st] Floor, New Trading Ring Bandra-Kurla Complex Rotunda Building, Bandra (East) P J Tower Dalal Street, Fort Mumbai - 400 051 Mumbai - 400 001 Stock Code: MANALIPETC Stock Code: 500268

Dear Sir, Sub: Notice of Postal Ballot – reg. Ref: Outcome of Board Meeting dated 12[th] February 2024

In continuation to our earlier intimation letter dated 12[th] February 2024, please find attached a copy of the Postal Ballot Notice seeking approval of the Members of the Company dated 12[th] February 2024 for the following proposals as Special Business:

1. Approval for Reappointment of Lt. Col (Retd) Chatapuram Swaminathan Shankar (DIN: 08397818), as an Independent Director of the Company for the second term.

2. Approval for Reappointment of Dr. N Sundaradevan, IAS (Retd) (DIN: 00223399), as an Independent Director of the Company for the second term.

The notice is being dispatched electronically today the 16[th] April 2024 to the Members who have registered their e-mail addresses with the Company/DP and whose names appear in the Register of Members/list of Beneficial Owners as received from National Securities Depository Limited and the Central Depository Services (India) Limited as on Friday, 12[th] April 2024.

The Notice of Postal Ballot is being made available on the website of the Company at www.manalipetro.com and on the website of Central Depository Services (India) Limited at www.evotingindia.com.

We request you to kindly take the above on record.

Thanking you,

Yours faithfully,

For Manali Petrochemicals Limited

RAMANAN Digitally signed by RAMANAN SWAMINATHAN SWAMINATHAN Date: 2024.04.16 19:00:30 +05'30' R Swaminathan Company Secretary Encl.: as above

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Manali Petrochemicals Limited

Registered Office: SPIC House, 88, Mount Road, Guindy, Chennai – 600 032 CIN: L24294TN1986PLC013087, Telefax: 22351098

Website: www.manalipetro.com, E-mail: companysecretary@manalipetro.com

NOTICE OF POSTAL BALLOT

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

Dear Member(s)

NOTICE is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (“the Act”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) for obtaining the consent of the Members through Postal Ballot for the following proposals as Special Business:

Special Resolutions:

1. Approval for Reappointment of Lt. Col (Retd) Chatapuram Swaminathan Shankar (DIN: 08397818), as an Independent Director of the Company for the second term.

2. Approval for Reappointment of Dr. N Sundaradevan, IAS (Retd) (DIN: 00223399), as an Independent Director of the Company for the second term.

The Resolutions to be passed for the above proposals, together with the Explanatory Statement pursuant to Section 102(1) with information as required along with information specified under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) and Secretarial Standard - 2 (SS-2) as amended from time to time are appended.

By Order of the Board For Manali Petrochemicals Limited

Place : Chennai R Swaminathan Date : 12.02.2024 Company Secretary

Important Notes:

1. This Notice is being sent only in electronic form, in accordance with the relaxation granted by the Ministry of Corporate Affairs vide Circular 09/2023 dated 25[th] September 2023, to all the shareholders whose names appear on the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as at the close of business hours on Friday the 12[th] April 2024 and who have registered their email id with the Company / Depository Participants.

2. The Notice has also been placed on the Company’s website viz., www.manalipetro.com and CDSL website viz., https://www.evotingindia.com/ for use by the Members.

3. The Postal Ballot facility through e-Voting is being provided to the Members in accordance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014 (“Rules”) thereunder and Regulation 44 of the SEBI Listing Regulations, 2015, read with the relevant Circulars.

4. The Company has engaged the services of CDSL to provide e-Voting facilities, enabling the Members to cast their votes electronically in a secure manner.

5. Detailed guidance for participating in the Postal Ballot through e-Voting is appended to this Notice.

6. The e-Voting will commence on Wednesday, the 17[th] April 2024 at (9:00 AM) IST and end on Thursday, the 16[th] May 2024 at (5:00 PM) IST.

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1. In terms of the resolution of the Board of Directors passed at their meeting held on 12[th] February 2024, pursuant to Rule 22(5) of the Rules, M/s B Chandra & Associates, Practising Company Secretaries, Chennai, have been appointed as the Scrutinizers, for conducting the voting by Postal Ballot through electronic means in a fair and transparent manner.

2. After completion of the scrutiny of voting, the Scrutinizers will submit their report on the results to the Chairman of the Company or any person authorized by him. The results will be announced by the Chairman or any other Director of the Company, on or before Monday, the 20[th] May 2024 by placing it along with the Scrutinizer’s Report on the Company’s website www.manalipetro.com, the website of the Agency (CDSL) and communicated to the Stock Exchanges as required under the relevant law.

3. The last date of voting, i.e., Thursday, the 16[th] May 2024 will be taken to be the date of passing of the resolutions in this Notice.

4. Members requiring any clarification may contact the Company Secretary at the registered office of the Company at the address given above or through e-mail viz., companysecretary@manalipetro.com or the RTA of the Company viz., investor@cameoindia.com.

5. Grievances, if any, connected with e-Voting may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on Toll Free No.: 1800 22 55 33.

6. Non-Individual Members shall make sure that the Power of Attorney or as the case may be certified copy of the Board Resolution to exercise the voting on behalf of the entity has been duly registered or provided to the Scrutinizers through e-mail to bchandraassociates@gmail.com.

RESOLUTIONS

1. Approval for Reappointment of Lt. Col (Retd) Chatapuram Swaminathan Shankar (DIN: 08397818), as an Independent Director of the Company for the second term

To consider and if thought fit, to give assent/dissent to the following as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the relevant Rules thereunder, Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulation, 2015”) and Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Lt. Col (Retd) Chatapuram Swaminathan Shankar (DIN: 08397818) who would be completing his first term of five years as an Independent Director of the Company on 19[th] May 2024, is reappointed as an Independent Director of the Company for second term of five years from 20[th] May 2024 upto 19[th] May 2029, not liable to retire by rotation.

2. Approval for Reappointment of Dr. N Sundaradevan, IAS (Retd) (DIN: 00223399), as an Independent Director of the Company for the second term

To consider and if thought fit, to give assent/dissent to the following as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the relevant Rules thereunder, Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulation, 2015”) and Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. N Sundaradevan, IAS (Retd) (DIN: 00223399) who would be completing his first term of five years as an Independent Director of the Company on 11[th] June 2024, is reappointed as an Independent Director of the Company for second term of five years from 12[th] June 2024 upto 11[th] June 2029, not liable to retire by rotation.

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item 1:

Lt. Col (Retd) Chatapuram Swaminathan Shankar (Mr. C S Shankar) (DIN: 08397818) was appointed as an Independent Director for a period of five years from 20[th] May 2019 and he will be completing his first term as an Independent Director on 19[th] May 2024. As per Section 149(10) of the Companies Act, 2013 (“the Act”) and Regulation 25(2A) of SEBI Listing Regulations, 2015, he shall be eligible for reappointment for second term upto five years on passing of a Special Resolution by the Members.

The Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for Mr. C S Shankar for the office of Independent Director for second term. The Company also received necessary declaration from Mr. C S Shankar that he complies with the criteria for Independent Directors specified under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015 along with consent to act as Director for second term under Section 152(5) of the Act.

The profile of Mr. C S Shankar is given below from which it can be seen that he has rich corporate expertise under varied capacities in diversified sectors. He is also serving on the Boards of other listed company and its committees. The Nomination and Remuneration Committee also recommended the appointment for a second term of five years w.e.f. 20[th] May 2024 based on the report of performance evaluation and other related factors, which was found to be good. His continued association would be beneficial to the Company and so the Directors recommend the proposal for consideration and approval of the Members by way of Special Resolution.

Except Mr. C S Shankar, none of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution.

Brief profile of Mr. C S Shankar:

Mr. C S Shankar, aged about 65 years is a Chemical Engineer and has served Indian Oil Corporation Limited for 37 years. He retired as its Executive Director, and during his tenure had headed various verticals within the organization, viz., Aviation, LPG, Director Secretariat, Petrochemicals, Corporate Training & Development, Planning and Co-ordination, Law and Quality control.

Concurrently, Mr. C S Shankar was commissioned in the Indian Territorial Army as an Officer in 1983 and had been an active soldier for over 30 years. He had headed Battalion in relief and rescue operations during the Gujarat earthquake, Odisha super cyclone, Andaman’s tsunami and various other critical operations of national importance.

He is a passionate trainer and motivational speaker and had presented technical papers at various National and International forums. He is in the Board of the Company since May 2019 and also in other listed company viz., Tamilnadu Petroproducts Limited.

Item 2:

Dr. N Sundaradevan, IAS (Retd) (Mr. Sundaradevan) (DIN: 00223399) was appointed as an Independent Director for a period of five years from 12[th] June 2019 and will be completing his first term as an Independent Director on 11[th] June 2024. As per Section 149(10) of the Act and Regulation 25(2A) of SEBI Listing Regulations, 2015, he shall be eligible for reappointment for second term up to five years on passing of a Special Resolution by the Members.

The Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for Mr. Sundaradevan for the office of Independent Director for second term. The Company also received necessary declaration from Mr. Sundaradevan that he complies with the criteria for Independent Directors specified under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015 along with consent to act as Director for second term under Section 152(5) of the Act.

The profile of Mr. Sundaradevan is given below from which it can be seen that he has rich corporate expertise under varied capacities in diversified sectors. He is also serving on the Boards of other listed companies and their committees. The Nomination and Remuneration Committee also recommended the appointment for a second term of five years w.e.f. 12[th] June 2024, based on the report of performance evaluation and other related factors which was found to be good. Even though he would attain the prescribed age of seventy five years during the proposed second term of appointment, his rich experience and industry expertise will be a greater value addition to the Company and his continued association will be beneficial to the Company, so the Directors recommend the proposal for consideration and approval of the Members by way of Special Resolution.

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Except Mr. N Sundaradevan, none of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution.

Brief profile of Mr. Sundaradevan:

Mr. Sundaradevan, aged about 71 years, holds a Master’s degree in Chemistry and also a Ph.D in Sociology (Applied Demography). He was in Indian Revenue Service as an Income Tax Officer from July 1977 to July 1979 and later joined the Indian Administrative Service.

Dr. Sundaradevan, IAS has more than three decades of experience in administrative services in various departments like District Administration, Civil Supplies, Revenue, Health & Family Welfare, Environment & Pollution control, Industries and retired in September 2012.

During his services to the Government, Dr. Sundaradevan held various offices such as Sub-Collector, Regional Manager of Tamilnadu Civil Supplies Corporation, Chairman and Managing Director of State Industries Corporation (SIPCOT), District Collector of Kanniyakumari and Tiruchirapalli, Managing Director of Tamilnadu Text Book Society, Director of Handlooms & Textiles, Secretary of State Election Commission, Officer on Special Duty in Chief Minister’s Office, Secretary to the Chief Minister, Secretary of Health & Family Welfare Department, Director of Guidance Bureau, Secretary of Revenue Department, Chairman of Tamilnadu Pollution Control Board, Secretary of Forests and Environment Department, Commissioner of Revenue Administration, Principal / Additional Chief Secretary of Industries Department, CMD of TIDCO, Tamilnadu Mineral Ltd (TAMIN), Tamilnadu Industrial Explosive Ltd., Chairman of Tamilnadu Cements Corporation Ltd. and Titan Company Limited, Director of Chennai Metro Rail and TANGEDCO.

Dr. Sundaradevan joined MPL Board as an Independent Director in June 2019 and also serves as Director of various listed and unlisted companies.

Disclosure under Regulation 36(3) of SEBI Listing Regulations, 2015 and SS-2 (General Meeting)

1	Name (Mr.)	Lt. Col (Retd) Chatapuram Swaminathan Shankar	Dr. N. Sundaradevan, IAS (Retd)
2	Age	65	71
3	Nationality	Indian	Indian
4	Qualifications	Details furnished in the explanatory statement under Item 1	Details furnished in the explanatory statement under Item 2
5	Brief resume of the Director
6	Nature of expertise in specific functional areas
7	skills and capabilities required for the role and the manner in which the proposed person meets such requirements
8	Terms and conditions of Appointment
9	Details of Remuneration	Within the limits prescribed under the Act. (Non-Executive Independent Director)	Within the limits prescribed under the Act. (Non-Executive Independent Director)
10	Remuneration last drawn	During the year 2023-24, following Remuneration was paid to Mr. C S Shankar, Non-executive Independent Director: Sitting Fees –Five Lakh for the<br>meetings in 2023-24 (till the date of<br>this notice)|During the year 2023-24, following<br>Remuneration was paid to Mr. N<br>Sundaradevan,<br>Non-executive<br>Independent Director:<br>Sitting Fees –Five Lakh for the meetings in 2023-24 (till the date of this notice)

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|||Other Remuneration –Five Lakh<br>paid for FY 2022-23 after obtaining<br>approval of members of the company<br>vide postal ballot approval dated<br>05thAugust 2023.<br>The above-mentioned remuneration<br>is in line with the Company policy on<br>Criteria for payment of Remuneration<br>to Non-Executive Directors read along<br>with Companies Act 2013.|Other Remuneration –Five Lakh
paid for FY 2022-23 after obtaining
approval of members of the company
vide postal ballot approval dated
05thAugust 2023.
The above-mentioned remuneration
is in line with the Company policy on
Criteria for payment of Remuneration
to Non-Executive Directors read along
with Companies Act 2013.|
|---|---|---|---|
|11|Remuneration sought to be
paid|Sitting fees
Other remuneration if any, with the
prior approval of shareholders|Sitting fees
Other remuneration if any, with the
prior approval of shareholders|
|12|Date of first appointment on
the Board|20thMay 2019|12thJune 2019|
|13|Disclosure of relationships
between directors inter-se and
with other Key Managerial
Personnel of the Company|Mr. C S Shankar is not related to any
of the Directors and Key Managerial
Personnel of the Company|Dr. N Sundaradevan is not related
to any of the Directors and Key
Managerial Personnel of the Company|
|14|Number of Board Meeting
attended during the year
(FY 2023-24) till date
of this notice|He has attended all the 5 (five) Board
meetings held so far upto the date of
this Postal Ballot notice.|He has attended all the 5 (five) Board
meetings held so far upto the date of
this Postal Ballot notice.|
|15|Names of listed entities/other
Companies in which the person
also holds the directorship and
the membership of Committees
of the Board|Names of listed entities:
Tamilnadu Petroproducts Limited
Committee position:
Nomination
and
Remuneration
Committee - Member
Risk
Management
Committee
-
Member|Names of listed entities:
Tamilnadu Petroproducts Limited
(TPL)
Tamil Nadu Newsprint and Papers
Limited (TNPL)
Committee position:
TPL:
Stakeholders Relationship Committee
– Chairperson
Nomination and Remuneration
Committee – Member
TNPL:
Audit Committee - Member
Stakeholders Relationship Committee
- Member
Nomination and Remuneration
Committee – Chairperson
Risk management Committee –
Member
Corporate Social Responsibility
Committee – Member|
|16|Listed entities from which the
person has resigned in the
past threeyears|Nil|Nil|
|17|Shareholdingin the Company|Nil|Nil|
|18|Performance evaluation|Provided in the explanatory
statement 1|Provided in the explanatory
statement 2|

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GUIDANCE TO SHAREHOLDERS FOR POSTAL BALLOT THROUGH E-VOTING

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

• (i) The voting period begins on 9:00 AM on 17[th] April 2024 and ends on 16[th] May 2024 05:00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 12[th] April 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (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 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 Depository

1) Users who have opted for CDSL Easi / 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 users to login to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. 2) 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 company. On clicking the evoting 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, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option.

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Type of shareholders		Login Method
	4)	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome 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 able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices. nsdl.comeither 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 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. 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 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.
Individual Shareholders (holding securities in demat mode) login through theirDepository Participants(DP)	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 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.

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

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 athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30

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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (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:

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----- Start of picture text -----

For Physical shareholders and other than individual shareholders 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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details OR Date of recorded in your demat account or in the Company records in order to login.
Birth (DOB)
• 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.
----- End of picture text -----*

• (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 for Manali Petrochemicals Limited [EVSN: 240412001] on 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.

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• (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) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvi) 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.com and 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 helpdesk.evoting@cdslindia.com.

• 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 will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, 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 mandatory 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; companysecretary@manalipetro.com, 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/RTA email id.

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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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, 25[th] Floor, Marathon Futurex, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

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