MKP Mobility Limited — Proxy Solicitation & Information Statement 2022

Oct 8, 2022

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08-10-2022

To, The Manager Department of Corporate Services BSE Ltd. Dalal Street, Fort Mumbai – 400 001

Sub. : - Submission of Postal Ballot Notice dated 28/09/2022 & E-voting intimation for Postal Ballot

Ref. : - Scrip Code – 521244

Dear Sir / Madam,

With regards to the captioned subject find enclosed herewith postal ballot notice dated 28/09/2022.

Further, w ith reference to the captioned subject, we wish to inform you that our Company Chitradurga Spintex Limited has provided remote E-Voting facility to its shareholders for exercising their right to vote on the resolutions during the ensuing Postal Ballot process, for which we have entered agreement with NSDL.

1. Date and time of commencement of remote E-voting: 09/10/2022 at 09.00 a.m.

2. Date and time of end of remote E-voting: 08/11/2022 at 5.00 p.m.

3. Remote e-voting shall not be allowed beyond this 08/11/2022, (5.00 p.m.)

4. Cut-off date: 30/09/2022

5. 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.

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1. Notice of the Postal Ballot has been displayed on the web site of the Company www.chitraspinltd.com and on website of e-voting platform provided by National Securities Depository Limited i.e. www.evoting.nsdl.com.

2. In case you have any queries or issues regarding e-voting, write an email to chitraspin@gmail.com.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

FOR CHITRADURGA SPINTEX LIMITED

VISHWANATH S Digitally signed by VISHWANATH S Date: 2022.10.08 21:53:07 +05'30' S. VISHWANATH MANAGING DIRECTOR DIN: 00900773

Encl.: as above

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CHITRADURGA SPINTEX LIMITED

CIN: L85110KA1990PLC011467

Registered office: P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 Website: www.chitraspinltd.com, Email: chitraspin@gmail.com Tel. No. : 08195-222258, Fax. No. : 08195-222336

NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration Rules), 2014

TO THE MEMBERS OF THE COMPANY

Notice is hereby given that pursuant to the provisions of the Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), read with the General Circular No. 14/2020 dated 8[th] April, 2020, No. 17/2020 dated 13[th] April, 2020, No. 22/2020 dated 15[th] June, 2020, No. 33/2020 dated 28[th] September, 2020, No. 20/2021 dated 8[th] December, 2021 and General Circular No. 3/2022 dated 5[th] May, 2022 in relation to “Clarification on passing of ordinary and special Resolutions by Companies under the Companies Act, 2013 read with rules made thereunder on account of COVID-19 extension of time-reg.” issued by ministry of Corporate Affairs (MCA) and pursuant Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Businesses set out in this Notice as Resolutions through Postal Ballot by the Members Chitradurga Spintex Limited (The Company) only by way of Remote E-voting Process.

The proposed resolutions and explanatory statements pertaining to the said resolutions, pursuant to sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reason thereof is appended herewith for your consideration. As permitted under the MCA circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice and Pre-paid business reply envelope (BRE) will not be sent to the Shareholders for this Postal Ballot and Shareholders are required to communicate their assent or dissent through the remote e-voting facility.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the Remote E- voting facility for the Ballot form. The instructions for remote e-voting are appended to the Notice. The Shareholders can vote on the resolutions through remote e-voting facility. Assent (FOR) or Dissent (AGAINST) of the shareholders of the resolutions mentioned in the Notice would only be taken through the remote e-voting systems as per the MCA circulars.

The Company has engaged the services of National Securities Depository Limited (NSDL) as the agency to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the NSDL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link http://www.evoting.nsdl.com// from 09/10/2022 9.00 AM (IST) onwards to 08/11/2022 5.00 PM (IST).

Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the E-voting link.

The Board of Directors of the Company, at its meeting held on 28/09/2022 has appointed PAYAL TACHAK & ASSOCIATES (Membership No.: A38016) Practicing Company Secretary, as Scrutinizer for conducting the Postal Ballot (Only Through Remote E-voting process in a fair and transparent manner. The Scrutinizer, after completion of Scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company at the registered office of the Company.

The Resolutions, if approved by requisite majority, shall be deemed to have been passed on the last date of E-voting i.e. 08/11/2022.

The resolutions for the purpose as stated herein below is proposed to be passed by Postal Ballot (Only Through Remote E-voting):

SPECIAL BUSINESS:

1. TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL AMENDEMENT OF THE CAPITAL CLUASE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

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

RESOLVED THAT pursuant to the Provisions of Sections 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, (including any amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), and subject to the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from Existing Rs. 5,00,00,000/- (Rupees Five Crores) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- each to Rs. 10,00,00,000/- ( Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each .

RESOLVED FURTHER THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the members be and is hereby accorded for substituting Clause V of the Memorandum of Association of the Company with the following clause:

V. “ The Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Ten Crores) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each.”

RESOLVED FURTHER THAT any of the Directors be and are hereby severally authorized to file, sign, verify and execute all such e-forms with Registrar of Companies, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this resolution.”

2. SHIFTING OF REGISTERED OFFICE FROM THE STATE OF KARNATAKA TO STATE OF MAHARASHTRA IN THE JUSRISDICTION OF ROC PUNE.

To Consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 12, 13 and 110 other applicable provisions of Companies Act, 2013 read with rule 30 of the Companies (Incorporation) Rules, 2014 and rule 20 and 22 of the Companies (Management and Administration) Rules , 2014 (Including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to the approval of the Central Government, the Consent of the Members of the Company be and is hereby accorded for shifting of registered office from the state of Bangalore to the State of Maharashtra and the Clause II of the Memorandum and Association of the Company be substituted and replaced as the follows:

II. The Registered office of the Company will be situated in the State of Maharashtra

RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the registered office of the Company shall be shifted from PB No 9 Bangalore Road, Chitradurga District, Challakere, Karnataka - 577522 under the jurisdiction of the Registrar of Company, Bangalore to the jurisdiction of the Registrar of Companies, PUNE.

RESOLVED FURTHER THAT the Members of the Company hereby authorized the Board to agree to and make and accept such conditions, modifications and alterations stipulated by any one of the authorities, statutory or otherwise, while according approval, consent as may be considered necessary and to appoint counsels and advisors, file applications / petitions, issue notice, advertisements, obtain orders of shifting of Registered office from the concerned authorities and take such steps and to do such acts, deeds and things as they may deem necessary and proper in this matter.

RESOLVED FURTHER THAT any one Director of the Company and/or the Company Secretary of the Company be and is hereby authorized severally to furnish certified true copy of the resolution as and when required.”

3. ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT 2013 WITH CHANGE OF MAIN OBJECT

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

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act 2013 (The Act), read with the Companies (Incorporation) Rules, 2014, and any other applicable provisions, including any modification(s) thereof or re-enactment(s) thereof for the time being in force, the consent of the members of the Company with a new set of Memorandum of Association (MOA) as per the provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with applicable Rules and Regulations made thereunder, including any statutory modification(s) or reenactment(s) thereof for the time being in force, and subject to such approvals, permissions and sanctions of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, consent of the members of the Company be and is hereby accorded for effecting the alterations in the existing Object Clause of Memorandum of Association (“The MOA”) of the Company in the following manner:-

Clause III of the MOA be altered by substituting sub-clause 2 and 3 with the following sub-clause 2 and 3 respectively:

• 1) To carry on the business of distribution and exports- automotive parts, industrial products, mechanical and electronic components, auto care products. lubricants, tyres, batteries, refurbished parts.

• 2) To purchase and sales- 2wheelers, 3 wheelers and cars and commercial vehicles- both IC engine and EV, both new and used.

• 3) To provide services relating to warehousing and logistics- storage and transportation of all of the above mentioned types of products.

• 4) To manufacture- producing, assembling packaging all the above mentioned products.

• 5) To operate workshops for repairing, servicing all types of automotive vehicles, industrial equipment, construction equipment including but, not limited to scrappage- scrapping and refurbishing used vehicles, machines, construction equipment. scrapping, refurbishing and selling used components, electrical waste, batteries, tyres etc.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be hereby authorized by the Board, be hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, to settle any questions, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other authority arising from or incidental to the said amendment without requiring the Board to secure any further consent or approval of the members of the Company.”

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby authorized jointly/severally to do all such acts, deeds and things as may be necessary or incidental in this regard to give effect to the foregoing resolution including filing of all the necessary e-forms with the office of the Registrar of Companies, Banglore.”

4. TO APPROVE POWER TO BORROW PURSUANT TO THE PROVISIONS OF SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 FOR AN AMOUNT NOT EXCEEDING RS. 1000 CRORE.

To Consider, and if thought fit, to pass the following resolution, as a Special Resolution

“RESOLVED THAT in suppression of earlier resolution passed in this regard, pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Meetings of Board and its powers) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and consent of the Members modification(s) or re-enactment(s) thereof, for the time being in force, and consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board), to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from banks, financial institutions, corporates and other body corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (Apart from temporary loans obtained from the Company’s Bankers in the Ordinary course of business) may at any time, exceed the aggregate of the Paid up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rs. 1000 Crore (Rupees One Thousand Crore only) and that the Board be and is hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed and authorized from time to time as to interest, repayment or otherwise as it may, in its absolute discretion, think fit.

RESOLVED FURTHER THAT the Board of Directors or such person/s or such committee (by whatever name called), as may be authorized by the Board in this regard, be and are hereby authorized to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise however as it may think fit and to do all other acts, deeds, matters and things as may be deemed necessary and incidental for giving effect to the above, including execution of all such documents, instruments and writings, as may be required.

1. TO APPROVE CREATION OF MORTGAGE / CHARGE ON THE PROPERTIES/UNDERTAKINGS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013.

To Consider and fit thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”) which term shall be deemed to include any committee of the Board) for creation of charge/mortgage/pledge/hypothecation/security in addition to existing charge/mortgage/pledge/hypothecation/security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all

or any of the movable and/or immovable properties, tangible or intangible assets of the Company both present and future and/or the whole or any part of the undertaking(s) of the Company, as the case may be in favour of the banks, non-banking financial companies, financial institutions and other lender(s), Agent(s) and Trustee(s), for securing the borrowings of the Company availed/to be availed by way of loan(s) (in foreign currency and/or rupee currency) and securities in the nature of debt securities issues/to be issued by the Company (Compromising fully/partly convertible debentures and/or non-convertible debentures with or without detachable or nondetachable warrants and/or secured premium notes and/or floating rates notes/bonds or other debt instruments), issued/ to be issued by the Company (hereinafter termed “loans”), from time to time, provided that the total amount of loans shall not at any time exceed Rs. 1000 Crore (Rupees One thousand Crore only) in excess of the aggregate of the paid-up capital of the Company and its free reserves (apart from temporary loans obtained / to be obtained from the Company’s bankers in the ordinary course of business) in respect of such borrowings and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to, between the Board of Directors and the Lender(s), Agent(s) and Trustee(s) of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, desirable and expedient in its absolute discretion and as may be deemed necessary in this regard and to give, from time to time, such directions as may be necessary, expedient, usual or proper as the Board in its absolute discretion may think fit.

6. CHANGE OF NAME OF THE COMPANY – SPECIAL RESOLUTION

To Consider and fit thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 4, 13(2), 14, 15 and all other applicable provisions, if any, of the Companies Act, 2013, read with applicable Rules and Regulations framed thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and subject to any other applicable law(s), regulations(s), guidelines(s), and subject to the approvals, consents, sanctions and permissions of the Central Government/ Stock Exchange(s)/appropriate regulatory and Statutory authorities / departments as may be necessary approvals, consent, sanction and permission as may be required under any other laws, rules and regulations, the consent of the members of the Company be and is hereby accorded for changing the name of the Company from “Chitradurga Spintex Limited” to “MKP MOBILITY LIMITED”.

RESOLVED FURTHER THAT upon receipt of the fresh Certificate of Incorporation from the Registrar of Companies (MCA) consequent to change of Name of the Company, the Name Clause of the Memorandum of Association of the Company be altered and substituted as follows:

I. The name of the Company is “MKP MOBILITY LIMITED”.

RESOLVED FURTHER THAT in terms of Section 14 of the Companies Act, 2013 the Articles of Association of the Company be altered by deleting the existing name of the Company wherever appearing and substituting with the new name of the Company i.e. MKP MOBILITY LIMITED.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, desirable and expedient in its absolute discretion and as may be deemed necessary in this regard and to give, from time to time, such directions as may be necessary, expedient, usual or proper as the Board in its absolute discretion may think fit.

NOTES:

1. The Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 stating all material facts and the reasons for the Special business is annexed herewith.

2. The Board of Directors of the Company (“The Board”) at its meeting held on 28/09/2022 has appointed PAYAL TACHAK AND ASSOCIATES, Practicing Company Secretary firm to act as “The Scrutinizer” for conducting the Postal Ballot by way of remote E-voting process in accordance with the Act in a fair and transparent manner.

3. The Postal Ballot Notice is being sent to members in electronic form to the email addresses registered with the Depository Participants (in case of electronic shareholding)/the Company’s Registrar and Share Transfer Agents (in case of Physical Shareholding) and whose name appears on the Registrar of Members/List of Beneficial owners on 30/09/2022. The Postal Ballot notice will also be available on the Company’s website at www.chitraspinltd.com.

4. On the Ministry of Corporate Affairs, Government of India (MCA), in terms of the General Circular No. 14/2020 dated 8[th] April, 2020, General Circular No. 17/2020 dated 13[th] April, 2020 and General Circular No. 22/2020 dated 15[th] June, 2020 General Circular No. 33/2020 dated 28[th] September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020, General Circular No. 10/2021 dated 23[rd] June, 2021 and No. 20/2021 dated 8[th] December, 2021 and General Circular No. 3/2022 dated 5[th] May, 2022 (Collectively referred to as “MCA Circulars”) in view of the current extraordinary circumstances due to COVID 19 pandemic has advised the Companies to take all decisions of urgent nature requiring members approval, where any person has a right to be heard, through the mechanism of postal ballot/ e-voting in accordance with the provisions of the Act and rules made thereunder without holding a general meeting that requires physical presence of members at a common venue.

5. The Voting period begins 09/10/2022. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form as on the cut-off date of 30/09/2022, may cast their vote electronically. The E-voting module shall be disabled by NSDL for Voting thereafter.

6. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the cut-off date are requested to register their email IDs to Registrar of Share Transfer Agent (RTA) of the Company, i.e. CANBANK COMPUTER SERVICES LIMITED at canbankrta@ccsl.co.in or the Company at chitraspin@gmail.com with the name of registered shareholder(s), folio number(s)/ DP ID/ Client ID and

7. Number of Equity Shares held from the e-mail address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot notice through remote e-voting facility provided by NSDL.

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

9. The results of the Postal Ballot will be declared on 10/11/2022. The results of the Postal Ballot will be hosted on the website of the Company viz. www.chitraspinltd.com and will also be communicated to the Stock Exchanges where the Equity Shares of the Company are listed. The results of the Postal Ballot will be declared by the chairman, or in his absence by the Managing Director or Company Secretary. Or any other person so authorized by the chairman and it will display at Company’s Registered Office. The resolution will be taken as passed if the results of the Postal Ballots indicate that the requisite majority of the shareholders assented to the Resolution.

10. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for E-voting i.e. 08/11/2022.

11. 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 30/09/2022.

12. The Scrutinizer’s decision on the validity or otherwise of the postal ballot (Only through remote E-voting) will be final.

13. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 AM to 4:00 PM till from the date of dispatch of the Postal Ballot Notice up to the Completion of Postal Ballot i.e. 08/11/2022.

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

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 for Individual shareholders holding securities in demat - mode 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 advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of Login Method shareholders Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. Shareholders https://eservices.nsdl.com either on a Personal Computer or on a holding mobile. On the e-Services home page click on the “Beneficial securities in Owner” icon under “Login” which is available under ‘IDeAS’ section demat mode , this will prompt you to enter your existing User ID and Password. with NSDL. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp .

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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 i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

2. Shareholders/Members can also download NSDL Mobile App “NSDL Speed” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding

1. 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

securities in demat mode with CDSL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at: https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a 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. NSDL where 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. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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.	securities in demat mode with CDSL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at: https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a 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. NSDL where 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. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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.	2. 3. 4.	for users to login to Easi / Easiest are 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 of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at: https://web.cdslindia.com/myeasi/Registration/EasiRegistration 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. NSDL where 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. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL 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. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in 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 helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

B) Login Method for e-Voting 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?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. 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.

4. 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

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. 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.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address 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. 9. After you click on the “Login” button, Home page of e-Voting will open.

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

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

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period..

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. 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.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to

payaltachakandassociates@gmail.com with a copy marked to evoting@nsdl.co.in.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Sarita Mote at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to chitraspin@gmail.com.

2. 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 chitraspin@gmail.com. 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 for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

By Order of the Board of Directors

SHIVANNA VISHWANATH MANAGING DIRECTOR DIN: 00900773

Place: Challakere Date: 28/09/2022

EXPLANATORY STATEMENT AS PER SECTION 102 OF COMPANIES ACT 2013

ITEM NO. 1-

TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUNRIAL AMENDMENT IF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

Presently the Authorized Share Capital of the Company stands at Rs. 5,00,00,000/(Rupees Five Crores) divided into 50,00,000 Number of Equity Shares issuable of Rs. 10/- each. The Company wants to expand the Capital base of the Company. For that, the Board of Directors of the Company at its meeting held on 31/08/2022 decided to increase the Authorized Capital of the Company from Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each to Rs. 10,00,00,000/- (Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each ranking pari passu in all respects with the existing Equity Shares of the Company.

Pursuant to Section 61 and 64 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing a resolution to the effect.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the Notice as an Ordinary Resolution.

ITEM NO. 2:-

SHIFTING OF REGISTERED OFFICE FROM THE STATE OF KARNATAKA TO THE STATE OF MAHARASHTRA IN THE JURISDICTION OF PUNE

The Board of Directors in their meeting held on 28/09/2022 analyzed that the shifting of the Registered office from the State of Karnataka to the State of Maharashtra is in the best interest of the Company, shareholders and all concerned parties and shall in no manner adversely affect the existing client base, creditors or operations or employees of the Company. This shifting would enable the Company to handle its business activities more efficiently and it will enhance the business activities by exploring more business opportunities.

As per provisions of Section 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, such shifting of Registered Office requires the Company to alter Memorandum of Association of the Company and to necessary approval of the Shareholders by way of Special Resolution.

A Copy of the Memorandum of Association as on date and a copy of the indicating the proposed amendment is available for inspection at the registered office of the Company on any working day during office hours from 11 AM to 2 PM except Saturdays.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

Therefore, your Board of Directors recommends passing the resolution(s) set out in Item No. 2 as Special Resolution for Shifting of Registered office from State of Karnataka to State of Maharashtra and for altering Clause II of the Memorandum of Association of Company.

ITEM NO. 3 –

ADOPTION OF NEW SET OF MEMORANDUM OF ASSOCIATION AS PER COMPANIES ACT 2013 WITH CHANGE OF MAIN OBJECT

The existing Memorandum of Association (MOA) is based on the erstwhile Companies Act, 1956. The Alteration of MOA is necessary to bring the existing MOA in line with the new Companies Act, 2013.

According to the new act, the Companies now have only Main Business and ancillary and incidental Business to the attainment of Main Business, therefore it is important to alter and adopt the new set of Memorandum of Association as per Companies Act, 2013. The new set of Memorandum of Association as per the Companies Act, 2013. The new set of MOA is based on Table-A of the Companies Act, 2013.

Since there is change in Management of the Company to meet the business strategy of the new management and to align the Main Object of the Company accordingly the members are requested to adopt change in Object close.

A copy of the proposed set of new Memorandum of Association of the Company would be available for inspection at the registered office of the Company during the business hours on any working day between 11 am to 1.30 PM upto date of the Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company, including their respective relatives, is concerned or interested, financially or otherwise, in the foregoing resolution.

ITEM NO. 4:

TO APPROVE POWER TO BORROW PURSUANT TO THE PROVISIONS OF SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 FOR AN AMOUNT NOT EXCEEDING RS. 1,000 CRORES.

In order to cater to the business requirements, the Board at its Meeting held on 28/09/2022, has approved to increase the present borrowing limits upto Rs. 1,000 Crore under Section 180(1)(c) of the Companies Act, 2013 subject to shareholders approval.

The Directors recommend the matter and the resolution set out under Item No. 5 for the approval of the Members as a Special Resolution.

None of the Directors and the Key Managerial personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this resolution.

ITEM NO 5:

TO APPROVAL CREATION OF MORTGAGE / CHARGE ON THE PROPERTIES / UNDERTAKINGS OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013.

In accordance with the provisions of Section 180(1)(a) of Companies Act, 2013, the mortgage or charge on all or any part of the movable and/or immovable properties of the Company, maybe deemed as the disposal of the whole, or substantially the whole, of the undertaking of the Company and hence, requires approval from the members of the Company by way of Special Resolution.

Therefore, it is proposed to pass this enabling resolution to authorize the Company to Create a Charge or mortgage on the assets or properties of the Company for an amount not exceeding Rs. 1000 Crore thereof, in excess of the aggregate of the paid-up capital of the Company and its free reserves.

The Directors recommend the matter and the resolution set out under item No. 05 for the approval of the Members as a Special Resolution.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in this resolution.

ITEM NO. 6

CHANGE OF NAME OF THE COMPANY

The Company has undergone change in management pursuant to Open offer as per Regulation 3 and 4 of the SEBI (Substantial Acquisition of Share and Takeover) Reg. 2011.

MKP is abbreviation of the Director's Father name i.e. Mahendra Kumar Patodia. The intent is to utilise the ancestral goodwill for the growth of the business.

In order to reflect more accurately the legacy and true nature of the Company’s product and business activities, the Company proposes to give it a new name and identity that reflect the genesis of the business, therefore it proposes to change the name of the Company from Chitradurga Spintex Limited to MKP Mobility Limited.

The Board of Directors of the Company in their meeting held on 26/08/2022 has approved the Change of Name as proposed in the resolution and subsequently the Company has obtained necessary approvals from Ministry of Corporate Affairs for availability of proposed name in terms of Section 4(5) of the Companies Act, 2013.

The Provisions of Section 13(2) of the Companies Act, 2013, inter-alia requires the approval of the shareholders by means of Special resolution for change of name and consequential amendment in Memorandum and Articles of Association of the Company, therefore the Board of Directors of the Company has recommended the resolution to be passed by the shareholders in the interest of the Company.

None of the directors, promoters and Key Managerial personnel are in any way concerned or interested in this resolution.

By Order of the Board of Directors SHIVANNA VISHWANATH Managing Director

Place: Challakere Date: 28/09/2022