Nandani Creation Limited — Proxy Solicitation & Information Statement 2024

Aug 14, 2024

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NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Dear Members,

NOTICE IS HEREBY GIVEN THAT AN EXTRA ORDINARY GENERAL MEETING (EGM) OF THE MEMBERS OF NANDANI CREATION LIMITED WILL BE HELD ON WEDNESDAY, SEPTEMBER 04, 2024 AT 4.00 P.M. THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS (“VC/OAVM”) FACILITY, IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH MCA GENERAL CIRCULAR NO. 20/2020, 14/2020 AND 17/2020 DATED 5TH MAY, 2020, 8TH APRIL, 2020 AND 13TH APRIL, 2020 RESPECTIVELY, TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESSES:

1. APPOINTMENT OF STATUTORY AUDITORS TO FILL CASUAL VACANCY ON RESIGNATION:

To consider and, if thought fit, to give assent/dissent to the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 read with the Companies (Audit and Auditors) rules, 2014 (The Rules), including any statutory modification(s) thereof for the time being in force and pursuant to recommendation made by the Audit Committee and the Board of Directors at its meeting held on 06[th] June, 2024, M/s. P C MODI & CO, Chartered Accountants, (FRN 000239C), be and is hereby appointed as Statutory Auditor of the Company, till the conclusion of ensuing Annual General Meeting of the Company to be held in the Year 2024, to fill casual vacancy caused by resignation of M/s Ashok Holani & Company, Chartered Accountants, (FRN 009840C).

RESOLVED FURTHER THAT M/s. P C MODI & CO, Chartered Accountants, (FRN 000239C), be and is hereby appointed as Statutory Auditor of the Company, till the conclusion of ensuing 12[th] Annual General Meeting and that they shall be eligible for re-appointment in the upcoming 12[th] Annual General Meeting to be held in the year 2024 for conducting the Statutory Audit and such other audit/review/certification/work as may be required and/or deemed expedient, on such remuneration and out-ofpocket expenses, as may be fixed by the Board of directors of the Company, in consultation with them.

RESOLVED FURTHER THAT the Board of Directors & Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds and things which may be deemed necessary and expedient to give effect to this resolution.”

DATE: 10.08.2024 PLACE: JAIPUR	By the Order of the Board For NANDANI CREATION LIMITED Sd/- GUNJAN JAIN (COMPANY SECRETARY)
	Registered Office:
G-13, KARTARPURA INDUSTRIAL AREA,
NEAR 22-GODAM, JAIPUR-302006, RAJASTHAN
CIN: L18101RJ2012PLC037976

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NOTES:

1. Explanatory Statement pursuant to Section 102 of the Act relating to Item no. 1 of the Notice of the EGM is annexed here to.

2. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19”, General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 10/2022 dated December 28, 2022 in relation to “Clarification on holding of Extra Ordinary general meeting (EGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM)”, (collectively referred to as “MCA Circulars”) read with the Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 issued by the Securities and Exchange Board of India (‘SEBI Circulars’) permitted the holding of the Extra Ordinary General Meeting (“EGM”) through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the EGM of the Company is being held through VC/OAVM.

3. The registered office of the Company shall be deemed to be the venue for the EGM.

4. As this EGM is being held pursuant to the Applicable Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not required to be annexed to this Notice

5. Attendance of the Members participating in the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. In compliance with the MCA Circulars and the Securities and Exchange Board of India (‘SEBI’) Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Notice of the 11th EGM along with the Extra Ordinary Report for Financial Year 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company / National Securities Depository Limited and Central Depository Services (India) Limited (‘the Depositories’). A copy of this Notice is uploaded on the Company’s website www.nandanicreation.com websites of the Stock Exchanges The National Stock Exchange of India Limited at www.nseindia.com respectively and on the website of Bigshare Services Private Limited (‘Bigshare), the Registrar and Transfer Agents of the Company (‘RTA’) at https://www.bigshareonline.com/ Members who have not registered their email address so far are requested to register their email address for receiving all communication including Extra Ordinary Report, Notices, etc., from the Company electronically.

7. Institutional/Corporate Shareholders (i.e. other than Individuals/HUF, NRI, etc) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc. authorizing its representative to attend the EGM 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 to info@jaipurkurti.com with a copy marked to helpdesk.evotng@cdslindia.com .

8. The Securities and Exchange Board of India (SEBI) vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 has mandated all Companies to use approved electronic mode of payment for making cash payments such as dividend to the Members (where core banking details are available) or to print the bank account details of the Members (as per the Company’s records) on the physical payment.

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1. Hence, the Members are requested to furnish/update their bank account name & branch, bank account number and account type along with other core banking details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code) etc. at the earliest with:

2. The respective Depository Participants (DP) (in case of the shares held in Electronic Mode) or;

3. The Registrar & Share Transfer Agent of the Company (R&T Agent) (in case of the shares held in Physical form).

4. Members holding shares in Demat mode may kindly note that any request for change of address or change of E-mail ID or change in bank particulars/mandates or registration of nomination are to be instructed to their Depository Participant only, as the Company or its Registrar & Share Transfer Agent cannot act on any such request received directly from the Members holding shares in Demat mode. However, Members holding shares in physical mode are requested to notify the Registrar & Share Transfer Agent of the Company of any change in their address and e-mail id as soon as possible.

5. Members are requested to contact the Company’s Registrar & Share Transfer Agent Bigshare Services Private Limited(“Bigshare” or “Registrar & Share Transfer Agent”) having address at 1st Floor, Bharat Tin Works Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai 400 059; Tel.: (022) 62638200/02 Email id: admission@bigshareonline.com; Website: www.bigshareonline.com for reply to their queries/redressal of complaints, if any, or contact Ms. Gunjan Jain , Company Secretary at the Registered Office of the Company (Phone No.: +01414037596; Email: cs@jaipurkurti.com ).

6. To support the “Green Imitative” Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Bigshare in case the shares are held by them in physical form. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the EGM along with the Extra Ordinary Report 2022-23 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 Extra Ordinary Report 2022-23 will also be available on the Company’s website www.nandanicreation.com , website of the Stock Exchanges i.e. National Stock Exchange of India Limited “Emerge Platform” and on the website of CDSL www.evotngindia.com

7. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFS Code, etc., to their DPs in case the shares are held by them in electronic form and to Bigshare in case the shares are held by them in physical form.

8. The Cut-off date for determining the names of shareholders eligible to get Notice of Extra Ordinary General Meeting is Friday, 09[th] August , 2024.

9. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Act will be available during the meeting for inspection, to the Members attending the EGM.

10. Members may avail the facility of nomination by nominating a person to whom their shares in the Company shall vest in the event of their death. The prescribed form can be obtained from the Company’s Registrar & Share Transfer Agent.

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1. Members who hold shares in physical form in multiple folios in identical names or joint names in the same order of names are requested to send the share certificates to the Company’s Registrar & Share Transfer Agent for consolidation into single folio.

2. Since, the securities of the Company are traded compulsorily in dematerialized form as per SEBI mandate, Members holding shares in physical form are requested to get their shares dematerialized at the earliest.

3. As per Regulation 40 of SEBI Listing Regulations, as amended, 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 Registrar and Share Transfer Agent, Bigshare Services Private Limited (“Bigshare”) for assistance in this regard.

4. The Shareholders, seeking any information with regard to the accounts or any matter to be placed at the EGM, are requested to write to the Company before the date of the EGM through Email on info@jaipurkurti.com . The same will be replied by/ on behalf of the Company suitably.

5. The Company has appointed M/s Manisha Godara and Associates, Practicing Company Secretaries, New Delhi as scrutinizer to scrutinize the voting and the voting process in a fair and transparent manner.

6. The Chairman shall, at the EGM, at the end of discussion on the Resolutions on which the voting is to be held, allow voting with the assistance of the Scruitinizer, by use of e-voting for all those Members who are present at the EGM through VC/AOVM.

7. The scrutinizer shall after the conclusion of voting at the Meeting, will first count the votes cast at the Meeting in the presence of at least two witnesses not in the employment of the Company and shall make and submit, within 48 hours of the conclusion of the EGM, a consolidated scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting within 48 hours of conclusion of the EGM.

8. The Notice of the EGM shall be placed on the website of the Company till the date of EGM. The Results declared, along with the scrutinizer’s Report shall be placed on the Company i.e. www.nandanicreation.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The Results shall also be immediately forwarded to the Stock Exchange(s) where the shares of the Company are listed. Further, the results shall be displayed on the Notice Board of the Company at its Registered Office.

9. Pursuant to Section 108 of Companies Act, 2013 read with rules made there under and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company is providing e-voting facility to its Members to exercise their votes electronically on the item of business given in the Notice through the electronic voting service facility provided by CDSL.

10. Since, the EGM will be held at the registered office (deemed place of Meeting) via VC/OAVM, the Route map is also annexed in this Notice.

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THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY ARE AS UNDER:

• i. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 including Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its Members facility to exercise their right to vote at the Extra Ordinary General Meeting by electronic means and the business may be transacted through e-voting services provided by the Central Depository Services (India) Limited (CDSL).

• ii. The voting period begins on Saturday, 31[st] August, 2024 at 10.00 A.M. and ends on Tuesday, 03[rd] September, 2024 at 5.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Wednesday, 28[th] August, 2024 may cast their vote electronically and that a person who is not a member as on the cut-off date should treat this notice for information purposes only. The e-voting module shall be disabled by CDSL for voting thereafter. Those Members, who will be present in the EGM through VC / OAVM facility or physically 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 EGM.

• iii. The Board of Directors has appointed M/s Manisha Godara and Associates, Practicing Company Secretaries, New Delhi as scrutinizer to scrutinize the votes during the EGM and the remote e-voting process in a fair and transparent manner.

• iv. The Members who have casted their vote by remote e-voting prior to the EGM may also attend /participate in the EGM through VC/OAVM but shall not be entitled to cast their votes again.

• The Details of the process and manner for remote e-voting are explained herein below:

• i. Log on to the e-voting website www.evotingindia.com

• ii. Click on “Shareholders” Tab.

• iii. 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) Members holding shares in Physical Form should enter Folio Number registered with the Company.

• iv. Next, enter the Image Verification as displayed and Click on Login.

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

• vi. If you are a first-time user, then follow the steps given below:

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For Members holding shares in Demat Form and Physical Form

For Members holding shares in Demat Form and Physical Form	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (refer serial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PAN Field.  In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. eg. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN Field.
DOB	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

• vii. After entering these details appropriately, click on “SUBMIT” tab.

• viii. Members holding shares in physical form will then reach directly the Company selection screen. However, members 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.

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

• x. Click on the EVSN for the relevant on which you choose to vote.

• xi. 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.

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

• xiii. 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.

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

• xv. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• xvi. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

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• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporate.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk.evoting@cdslindia.com.

• After receiving the login details, they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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

• i. Shareholders can also cast their vote using CDSL’s mobile app “m-Voting” available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• ii. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cut-off date may follow the same instructions as mentioned above for remote e-voting or sending a request at helpdesk.evoting@cdslindia.com

• iii. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evoting.com under help section or write an email to helpdesk.evoting@cdslindia.com or call at 1800225533 or to the Company at info@jaipurkurti.com .

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

1. Shareholders will be provided with a facility to attend the EGM through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at http: // www.e-votingindia.com under Shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in the shareholder/members login where the EVSN of the Company will be displayed.

2. The Facility of joining the EGM through VC/OAVM shall open 15 minutes before the scheduled time for the EGM.

3. Members are encouraged to join the meeting through Laptops with Google Chrome for better experience.

4. Further, members will be required to allow camera, if any, and hence use internet with a good speed to avoid any disturbance during the meeting.

5. 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 networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches.

6. Shareholders who would like to express their views or ask questions during the EGM will have to register themselves as a speaker by sending their requisition advance at least 2 days prior to meeting mentioning their names, Demat Account No./Folio No., e mail ID, Mobile No. at info@jaipurkurti.com . The Shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 2 days prior to the meeting mentioning their names, Demat Account No./Folio No., e mail ID, Mobile No. at info@jaipurkurti.com. These queries will be replied to by the Company suitably by email.

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E -VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• 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 the Company/RTA email id.

• 2.For Demat Shareholders- please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID+CLID), 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) by email to the Company/RTA email id.

• 3.The Company/RTA shall co-ordinate with CDSL and provide the login credentials to the above mentioned shareholders.

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

Item No. 1

M/s Ashok Holani & Company, Chartered Accountants, Jaipur (FRN: 009840C), have tendered their resignation from the position of Statutory Auditors on Tuesday, May 14, 2024. The Audit Committee & Board at its meeting held on Tuesday, May 14, 2024 noted that the statutory auditors have not raised any concern or issue except that the Consideration of resources presently available with audit firm to handle professional obligations and responsibilities on account of the operational requirements of the auditee company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013 ("Act"). Casual vacancy caused by the resignation of auditor can be filled by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company.

The Board of Directors on recommendation of the Audit Committees have at their meeting held on June 06, 2024, recommended that M/s. P C MODI & CO, Chartered Accountants, (FRN 000239C), Jaipur be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Ashok Holani & Company, Chartered Accountants, Jaipur (FRN: 009840C) and shall hold office till the conclusion of the ensuing 12th Extra Ordinary General Meeting of the Company and that they shall conduct the Statutory Audit of the Company.

The Audit Committee and the Board considered their eligibility, capability to serve the given business of the Company, market standing of the firm, clientele served, technical knowledge etc. found that M/s. P C MODI & CO, Chartered Accountants best suited for the Company.

M/s. P C MODI & CO, Chartered Accountants (FRN: 000239C) , have given their consent to act as the Statutory Auditors of the Company along with confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the above resolution except to the extent of their Shareholding, if any, in the Company.

Your Directors recommend the resolution for your approval as an Ordinary Resolution.

DATE: 10.08.2024 PLACE: JAIPUR	By the Order of the Board For NANDANI CREATION LIMITED Sd/- GUNJAN JAIN (COMPANY SECRETARY)
Registered Office:
G-13, KARTARPURA INDUSTRIAL AREA,
NEAR 22-GODAM, JAIPUR-302006, RAJASTHAN
CIN: L18101RJ2012PLC037976

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