Nirlon Limited

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CIN:L17120MH1958PLC011045

Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 4028 1919 / 2685 2257 / 58 / 59 Fax : +91 (022) 4028 1940 CIN : L17120MH1958PLC011045 E-mail id : [email protected] Website: www.nirlonltd.com

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September 5, 2021

The Secretary, BSE Limited, P.J. Towers, Dalal Street, Mumbai- 400 001.

Security Code: 500307

Dear Sir,

Sub: 62[nd] AGM Notice of the Company

Ref: Regulation 30 of the SEBI LODR, 2015

We are sending the Notice calling the 62[nd] AGM of the Company to be held on Wednesday, September 29, 2021 at 12.00 noon (IST) through Video Conferencing (VC) /Other Audio Visual Means (OAVM).

The said Notice forms part of the 62[nd] Annual Report and Annual Audited Accounts of the Company for the Financial Year 2020-21.

The Notice calling 62[nd] AGM is attached herewith.

This is submitted pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. This is for your information and records.

Kindly acknowledge receipt of the letter.

Thanking you,

Yours faithfully,

For Nirlon Limited

Sd/-

Jasmin K. Bhavsar

Company Secretary, V. P. (Legal) & Compliance Officer FCS 4178

Encl: a.a

NOTICE TO MEMBERS

NOTICE is hereby given that the 62[nd] Annual General Meeting (AGM) of Nirlon Limited will be held on Wednesday, September 29, 2021 at 12:00 noon (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021, including the Statement of Profit and Loss for the Year ended on that date, Audited Balance Sheet as at March 31, 2021 and Reports of the Directors’ and Auditors’ thereon.

2. To declare a dividend of 8/-per equity share of10/each (@ 80%) for the Financial Year ended on March 31, 2021.

3. To appoint a Director in place of Mr. Kunal V. Sagar (DIN 00388877) , aged 53 years, who retires by rotation at this Annual General Meeting, and being eligible offers himself for re-appointment.

SPECIAL BUSINESS:

4. To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution :

Appointment of Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, as a Non- Executive Independent Director of the Company

“Resolved that pursuant to the provisions of Sections 149, 152 and 161 and Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification/s or re-enactment thereof for the time being in force) and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements (Amendment) Regulations), 2015 as amended from time to time and pursuant to the recommendation of Nomination & Remuneration Committee, Mr. Sridhar Srinivasan (DIN 07240718) , aged 61 years, who was appointed by the Board of Directors as an Additional Director of the Company, with effect from September 29, 2020 and who holds office up to the date of the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of a Director of the Company, being so eligible, be appointed as a NonExecutive Independent Director of the Company, to hold office for a term of five (5) years with effect from September 29, 2020, not liable to retire by rotation”.

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

Ratification of Remuneration payable to the Cost Auditor

“Resolved that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification/s or re-enactment/s thereof for the time being in force), remuneration of `1,50,000/- (Rupees One lakh Fifty Thousand only) payable to Vinay Mulay & Co., Mumbai, (FRN 101159) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, excluding GST, travelling and other out-of-pocket expenses incurred / to be incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed”.

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

Approval for the proposed Related Party Transaction “Resolved that pursuant to the provisions of Section 188(1) and other applicable provisions, if any, of the Companies Act, 2013 read with rules issued thereunder including Rule 15 of the Companies (Meetings of the Board and its Powers) Rules, 2014, (including any statutory modifications or re-enactment(s) thereof for the time being in force), Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and in accordance with the provisions of the Memorandum and Articles of Association of the Company, and pursuant to the approval of the Audit Committee of the Board of Directors and of the Board of Directors (“Board”) , the approval of Members of the Company be and is hereby accorded to the Company to avail of additional services from Nirlon Management Services Private Limited (“NMSPL”) in relation to additions and alterations to be made to the Company’s base building in Phase 5 on such terms and conditions as may be approved by the Board of Directors of the Company (“Additional Scope”) ;

Resolved further that any of Directors of the Company, Chief Financial Officer and the Company Secretary / Compliance Officer be and are hereby jointly and severally authorised to take all steps necessary for the implementation of the above resolution, including but not limited to providing intimations to appropriate statutory bodies and contractual counter parties and by undertaking such other acts, deeds and things from time to time, to do all such acts, matters, deeds and things as may be necessary, expedient or desirable in order to give effect to this resolution including

62ndAnnual Report 2020-2021 5

execution of appropriate agreements for the Additional Scope and the transactions contemplated thereunder, appointing consultants, valuers, legal advisors and all such agencies as may be required for the purposes of the Additional Scope and on such terms as they deem appropriate and necessary for the implementation of the above resolution including making the necessary filing and applications, if any, with any regulatory authorities including the Registrar of Companies and to undertake all such actions in connection with the foregoing, without being required to seek further clarification, consent or approval of Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution;

Resolved further that the Board be and is hereby authorized to take all steps necessary to finalise, execute, amend, novate, supplement, extend, restate or make any other modifications to the terms and conditions on which the Company may avail of the Additional Scope as may be required, from time to time;

Resolved further that consent of the Members of the Company be and is hereby accorded to the Board of Directors to delegate all or any of its powers conferred by the above resolution to any Director or Directors or to any committee of Directors or any other officer or officers of the Company to give effect to the aforesaid resolutions;

Resolved further that the Common Seal of the Company, if required, may be affixed to the duly stamped agreements, undertaking, or other certificates and documents as may be required to be executed under the Common Seal of the Company in the presence of any one of the directors of the Company to give effect to this resolution;

Resolved further that the Company Secretary and/ or any Director of the Company be and is hereby authorized to provide a certified copy of this resolution to any person, entity and/or authority as may be required for giving effect to the above resolutions.”

By Order of the Board of Directors, For Nirlon Limited Sd/-

Jasmin K. Bhavsar Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021 Registered Office: Nirlon Limited,

Pahadi Village, off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 4028 1919 / 2685 2257/ 58/ 59 Fax : +91 (022) 4028 1940 CIN no. : L17120MH1958PLC011045 E-mail id : [email protected] Website : www.nirlonltd.com

NOTES:

1. a. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8 , 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021 (collectively referred to as “MCA Circulars”) and the Securities and Exchange Board of India (“SEBI”) has vide its Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/ P/2021/11 dated January 15, 2021 permitted the holding of this Annual General Meeting (“ AGM ” or “ the Meeting ”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the MCA & SEBI Circulars, the AGM of the Company is being held through VC/OAVM, without the physical presence of the Members at a common venue.

b. In compliance with the applicable provisions of the Companies Act, 2013 (“the “Act”) (including any statutory modification or re-enactment thereof for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) , as amended from time to time, read with the MCA Circulars, SEBI Circulars and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the 62[nd] Annual General Meeting (“AGM”) of the Company is scheduled to be held on Wednesday, September 29, 2021, at 12.00 noon (IST) through VC/OAVM along with the voting for items to be transacted as set out in the Notice calling the 62[nd] AGM only through the remote electronic voting process (“e-voting”).
c. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS AND THE SEBI CIRCULARS REFERRED TO IN ‘1a’ ABOVE THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH.

6 62ndAnnual Report 2020-2021

ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM, AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.

d. In accordance with the Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India (“ ICSI ”) read with Clarification/Guidance on applicability of Secretarial Standards – 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
e. As per the provisions of Clause 3.A.II. of the General Circular No. 20/ 2020 dated May 5, 2020, the matters of Special Business as appearing at Item Nos. 4 to 6 of the accompanying Notice are considered to be unavoidable by the Board, and hence form part of this Notice.
f. The business set out in the 62[nd] AGM Notice will be transacted through an electronic voting system (“e-voting”) only, and the Company is providing a facility for voting by electronic means through remote e-voting.
g. In view of the ongoing COVID-19 pandemic, social distancing has to be a pre-requisite. Pursuant to the above mentioned MCA Circulars, physical attendance of the Members is not required at the AGM, and attendance of the Members through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
h. The Company’s Share Transfer Agent (“ STA ”) for its Share Registry Work (Physical and Electronic) is Link Intime India Pvt. Ltd. ( “LIIPL ”) having its office at C 101, 247 Park, LBS Marg, Vikhroli (West) Mumbai 400 083.
i. Further, due to non-availability of postal and courier services, on account of the threat posed by COVID-19 and in terms of the referred MCA Circulars and the SEBI Circulars, the Company is sending the 62[nd ] AGM Notice along with the 62[nd] Annual Report for the F.Y. 2020-2021 in electronic form only to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 62[nd] AGM and the Annual Report for the F.Y.2020- 2021 has been uploaded on the website of the Company at https://www.nirlonltd.com and may also be accessed from the relevant section of the websites of the Stock Exchange i.e. BSE Limited (“ BSE ”) at www.bseindia. com. The AGM Notice is also available on the website of LIIPL at https://instavote.linkintime.co.in.

2. a. Members of the Company holding shares either in Physical Form or Dematerialized Form as on the cut-off date i.e. Wednesday, September 22,

2021, may cast their vote by remote e-voting. The remote e-voting period commences on Saturday, September 25, 2021 at 9:00 a.m. (IST) and ends on Tuesday, September 28, 2021 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by LIIPL for voting thereafter.

b. Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member / Beneficial Owner (in case of Dematerialised Form) as on the cut-off date i.e. Wednesday, September 22, 2021.
c. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
d. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the 62[nd] AGM through the VC/OAVM facility. Corporate Members intending to appoint their authorized representatives to attend the 62[nd] AGM through VC or OAVM, and to vote thereat through remote e-voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by an e-mail at [email protected] with a copy marked to [email protected] and [email protected].

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts in respect of the business under Item Nos. 4 to 6 above are annexed to the Notice. As required, the relevant details under Regulations 26 (4) and 36 (3) of the Listing Regulations read with the Secretarial Standard on General Meetings (SS-2) in respect of Directors seeking appointment and re-appointment at this AGM are given in the Explanatory Statement to the Notice of the AGM.

The Board of Directors has considered and decided to include the Item Nos. 4 to 6 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.
4 . S R B C & Co. LLP, Chartered Accountants, Mumbai (FRN 324982E/E300003) were appointed as Statutory Auditors of the Company at its 59[th] AGM held on Wednesday, September 26, 2018.
Pursuant to the Notification issued by the MCA on May 7, 2018 amending Section 139 of the Act and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM. The Statutory Auditors at the time of appointment have given a confirmation to the effect that they are eligible for appointment for a period of 5 years and that they are not disqualified for being appointed as the Statutory Auditors of the Company.

62ndAnnual Report 2020-2021 7

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

5. a. In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, Mr. Kunal V. Sagar (DIN 00388877) , aged 53 years, Director, retires by rotation at the 62[nd ] AGM and being eligible, offers himself for re-appointment;

b. In terms of Sections 149, 152, 161 and Schedule IV and all other applicable provisions of the Companies Act, 2013, and Regulations 16, 17, and 25 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as may be amended from time to time, Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, who meets the criteria for independence as provided in Section 149 (6) of the Act, is proposed to be appointed for a term of five (5) years with effect from September 29, 2020 as a Non-Executive Independent Director on the Board of Directors of the Company.
- The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing Mr. Srinivasan’s candidature for the office of Director of the Company, to be appointed as Non- Executive Independent Director for a term of five (5) years with effect from September 29, 2020.
c. A brief resume of Directors, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and Memberships / Chairmanships of Board / Committees, shareholding, and relationships between Directors inter-se as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard-2 are provided in the Corporate Governance Report forming part of this 62[nd] Annual Report.
d. The Board of Directors of the Company recommend the following:
- i. Re-appointment of Mr. Kunal V. Sagar (DIN 00388877) aged 53 years, as a Director liable to retire by rotation. Mr. Sagar is a Promoter Director of Nirlon Limited, and is the brother of Mr. Rahul V. Sagar, Promoter and the Executive Director and C.E.O.
- ii. Appointment of Mr. Sridhar Srinivasan (DIN 07240718) aged 61 years, as a Non- Executive Independent Director for a term of five (5) years with effect from September 29, 2020.

6. a. Members who wish to inspect the relevant documents referred to in the Notice can send an e-mail to [email protected] up to the date of the 62[nd] AGM.

b. Members desiring inspection of statutory registers during the 62[nd] AGM may send their request in writing to the Company at [email protected] and https://linkintime.co.in.
7 . a. Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including the annual report, notices, circulars, etc. from the Company electronically and support Green e-initiatives.
b. Members can join the 62[nd] AGM in the VC/OAVM mode 30 minutes before and upto 15 minutes after the scheduled time of the commencement of the AGM by following the procedure mentioned in the Notice. Members will be able to view the proceedings on LIIPL’s e-voting website at https://instameet. linkintime.co.in. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.

8. a. Pursuant to Section 91 of the Act, the Register of Members of the Company will remain closed from Friday, September 17, 2021 to Wednesday, September 29, 2021, both days inclusive, for the purpose of the 62[nd] AGM.

b. A dividend of 8/-per equity share of10/- each (@80%) has been recommended by the Board of Directors for the F.Y. 2020-2021, subject to TDS and for the approval of Members at the 62[nd] AGM. If the dividend, as recommended by the Board of Directors, is approved at the 62[nd] AGM, payment of such dividend, subject to deduction of tax at source (“ TDS ”), will be made on or after Monday, October 4, 2021, as under:
- i. To all Beneficial Owners in respect of shares held in Dematerialized Form as per the data as may be made available by National Security Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) (both collectively referred to as “Depositories”) as of the close of business hours on Thursday, September 16, 2021 (“ Record Date ”);
- ii. To all Members in respect of shares held in Physical Form after giving effect to valid transmission and transposition requests lodged with the Company on or before the close of business hours on Thursday, September 16, 2021 (“ Record Date ”).

8 62ndAnnual Report 2020-2021

9. TDS on Dividend

The Board of Directors of the Company ( “Board ”) have at their meeting held on June 24, 2021 recommended dividend of 8/-per equity share having a nominal value of10/- each for the Financial Year ended March 31, 2021.

In terms of the provisions of the Income-tax Act, 1961, (“ the Act ”), dividend paid or distributed by a Company on or after April 1, 2020 is taxable in the hands of the Shareholders. The Company shall therefore be required to deduct tax at source at the time of payment of dividend. The deduction of tax at source will be based on the category of Shareholders and subject to fulfillment of conditions as provided herein below:

For Resident Shareholders:
a. Tax will be deducted at source (“ TDS ”) under Section 194 of the Act @ 10% on the amount of dividend payable unless exempt under any of the provisions of the Act. However, in case of individuals, TDS would not apply if the aggregate of total dividend distributed to them by the Company during financial year does not exceed `5,000/-.
b. Tax at source will not be deducted in cases where a Shareholder provides Form 15G (applicable to Individual) / Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met.

For all Members (i.e. holding shares either in Dematerialized Form and/ or Physical Form):

The forms for tax exemption can be downloaded from LIIPL’s website. The URL for the same is as under: https://www.linkintime.co.in/client-downloads.html

On this page select the “ General tab ”. All forms are available in under the head “Form 15G/15H/10F”.

The aforementioned documents (duly completed and signed) are required to be uploaded on the URL mentioned below:

https://linkintime.co.in/formsreg/submission-of-form15g-15h.html

On this page, the user shall be prompted to select / share the following information to register their request.

a. Select the company (Dropdown)
b. Folio / DP-Client ID
c. PAN
d. Financial year (Dropdown)
e. Form selection
f. Document attachment – 1 (PAN)
g. Document attachment – 2 (Forms)
h. Document attachment – 3 (Any other supporting document)

Please Note:

i. That the upload of documents (duly completed and signed) on the website of LIIPL should be done on or before the Record date for the dividend, i.e. Thursday, September 16, 2021 in order to enable the Company to determine and deduct appropriate TDS / Withholding Tax. Incomplete and/or unsigned forms and declarations will not be considered by the Company. No communication on the tax determination / deduction shall be considered after Record date for the dividend, i.e. Thursday, September 16, 2021.
ii. Members may note that in case the tax on dividend is deducted at a higher rate in absence of receipt of the aforementioned details/ documents, an option is available to Members to file the return of income as per the Act, and claim an appropriate refund, if eligible.
iii. All communications/queries in this respect should be addressed to LIIPL at their e-mail id [email protected].
iv. All fields mentioned in the Form are mandatory and the Company may reject the form submitted, if it does not fulfill the requirement of law.
v. Valid Permanent Account Number ( “PAN” ) will be mandatorily required.
vi. NIL / lower tax shall be deducted on the dividend payable to the following resident Shareholders on submission of self-declaration.
a. Insurance Companies: Declaration by Shareholder qualifying as Insurer as per section 2(7A) of the Insurance Act, 1938 along with self-attested copy of PAN card;
b. Mutual Funds: Declaration by Mutual Fund Shareholder eligible for exemption u/s 10(23D) of the Income- tax Act, 1961 along with self-attested copies of registration documents and PAN card;
c. Alternative Investment Fund (AIF) established in India: Declaration that the Shareholder is eligible for exemption under section 10(23FBA) of the Act and they are established as Category I or Category II AIF under the SEBI regulations. Copy of self-attested registration documents and PAN card should be provided;
d. New Pension System Trust: Declaration along with self-attested copy of documentary evidence supporting the exemption and self-attested copy of PAN card;

62ndAnnual Report 2020-2021 9

e. Other Shareholders: Declaration along with selfattested copy of documentary evidence supporting the exemption and self-attested copy of PAN card;
f. Shareholders who have provided a valid certificate issued u/s. 197 of the Act for lower / nil rate of deduction or an exemption certificate issued by the Income Tax Authorities along with Declaration.
For Non-Resident Shareholders (including Foreign Institutional Investors and Foreign Portfolio Investors) :

Tax is required to be withheld in accordance with the provisions of Section 195 and Section 196D of the Act at applicable rates in force. As per the relevant provisions of the Act, the tax shall be withheld @ 20% (plus applicable surcharge and cess) on the amount of dividend payable.

However, as per Section 90 of the Act, a non-resident Shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (“DTAA”) between India and the country of tax residence of the Shareholder, if they are more beneficial to the Shareholder. For this purpose, i.e. to avail the tax treaty benefits, the non-resident shareholder will have to provide the following:

a. Self-attested copy of PAN card, if any, allotted by the Indian income tax authorities;
b. Self-attested copy of Tax Residency Certificate (“TRC”) obtained from the tax authorities of the country of which the Shareholder is resident;
c. Self-declaration in Form 10F, if all the details required in this Form are not mentioned in the TRC;
d. Self-declaration by the non-resident Shareholder of meeting treaty eligibility requirements and satisfying beneficial ownership requirements (Non-resident having a Permanent Establishment (“ PE”) in India would need to comply with provisions of section 206AB of the IT Act);
e. In case of Foreign Institutional Investors and Foreign Portfolio Investors, self-attested copy of SEBI registration certificate;
f. In case of a Shareholder being a tax resident of Singapore, the letter issued by the competent authority or any other evidences demonstrating the non applicability of Article 24 - Limitation of Relief under India-Singapore Double Taxation Avoidance Agreement (“DTAA”) .

Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company of the documents submitted by non-resident Shareholders and meeting the requirements of the Act, read with the applicable tax treaty. In absence of the

same, the Company will not be obligated to apply the beneficial DTAA rates at the time of tax deduction on dividend amounts.

Section 206AB of the IT Act, 1961:

Rate of TDS @10% u/s 194 of the Act is subject to provisions of section 206AB of Act (effective from July 1, 2021) which introduces special provisions for TDS in respect of non-filers of income-tax returns. As provided in section 206AB, tax is required to be deducted at the higher of the following rates in case of payments to specified persons:

at twice the rate specified in the relevant provision of the Act; or
at twice the rate or rates in force; or
at the rate of 5%;

Where Sections 206AA and 206AB are applicable i.e. the specified person has not submitted the PAN as well as not filed the return, the tax shall be deducted at the higher of the two rates prescribed in these two sections.

The term ‘ specified person ’ is defined in sub-section (3) of section 206AB as a person who satisfies the following conditions:

A person who has not filed an income tax return for two previous years immediately prior to the previous year in which tax is required to be deducted, for which the time limit of filing of return of income under section 139(1) of the IT Act has expired; and
The aggregate of TDS and TCS in his/her case is `50,000/- or more in each of these two previous years.

A non-resident who does not have a PE in India is excluded from the scope of a specified person.

To enable the Company to determine the appropriate TDS / withholding tax rate applicable, it is advisable that Shareholders provide the above details and documents to LIIPL not later than Tuesday, September 14, 2021.

To summarise, dividend will be paid after deducting tax at source as under:

i. NIL for resident Shareholders receiving dividend upto `5,000/-, or in case Form 15G / Form 15H (as applicable) along with submission of self-attested copy of the PAN card.
ii. 10% for other resident Shareholders in case copy PAN card is provided / available.
iii. 20% for resident Shareholders if copy of PAN card is not provided / not available.
iv. Tax will be assessed on the basis of documents submitted by non-resident Shareholders.

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v. 20% plus applicable surcharge and cess for non-resident Shareholders in case the relevant documents are not submitted.
vi. Lower/ NIL TDS on submission of a self-attested copy of a valid certificate issued under section 197 of the Act.

The aforesaid rates will be subject to applicability of Section 206AB of the Act.

In terms of Rule 37BA of Income Tax Rules 1962, if dividend income on which tax has been deducted at source is assessable in the hands of a person other than the deductee, then such deductee should file declaration with the Company in the manner prescribed by the Rules.

In case tax on dividend is deducted at a higher rate in the absence of receipt or defect in any of the aforementioned details / documents, Shareholders will be able to claim refund of the excess tax deducted by filing their income tax return. No claim shall lie against the Company for such taxes deducted.

Updating of PAN, e-mail address and Other Details :
a. Shareholders holding shares in Dematerialized Mode are requested to update their records such as tax residential status, permanent account number (PAN) , registered e-mail addresses, mobile number/s and other details with their relevant depositories through their depository participants.
b. Shareholders holding shares in Physical Mode are requested to furnish details to LIIPL .

The Company is obligated to deduct tax at source (TDS) based on the records available with LIIPL, and no request will be entertained for revision of TDS return.

Kindly note that the aforementioned documents should be sent on e-mail id nirlonlimitedtaxexemption@ linkintime.co.in. No communication on the tax determination / deduction shall be entertained after Thursday, September 16, 2021.

Updating of Bank Account Details:
a. Shareholders are requested to submit / update their bank account details with their Depository Participant, in case they are holding shares in Dematerialized Form .
b. Further, in order to receive the dividend in a timely manner, Members holding shares in Physical Form , who have not updated their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service (“ECS”) or any other means, are requested to send hard copies of the following details / documents to LIIPL at C 101,

247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083 on or before Tuesday, September 14, 2021:

A signed request letter mentioning Name, Folio Number, complete address and the following details relating to the Bank Account in which the dividend is to be received:

Name and Branch of Bank and Bank Account type;
Bank Account Number and type allotted by the Shareholders’ bank after implementation of Core Banking Solutions;
11 digit IFSC Code.
Self-attested copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;
Self-attested copy of the PAN Card; and
Self-attested copy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the STA.

 Registration of Bank Details for Members holding shares in Physical Form:

a. Members of the Company holding Equity Shares of the Company in Physical Form, and who have not registered their Bank details can get the same registered with LIIPL , by clicking the link: https://linkintime.co.in/emailreg/email_register. html,or at their web site www.linkintime.co.in using the Investor Services tab by choosing the e-mail/ Bank Registration heading and following the registration process as guided therein.
b. Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, e-mail id along with a copy of the cheque leaf with the first named Member’s name imprinted on the face of the cheque leaf containing the bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format.

It is very important for the Member to submit the request letter duly signed.

LIIPL will verify the documents uploaded, and will only take on record all valid cases.

On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

Members holding shares in Dematerialized Form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change / deletion in such bank

62ndAnnual Report 2020-2021 11

details. Further, instructions, if any, already given by them in respect of shares held in Physical Form , will not be automatically applicable to the dividend paid on shares held in Dematerialized Form . Members may, therefore, give instructions to their Depository Participant (“DP”) regarding bank accounts in which they wish to receive dividend.

For Members who are unable to receive the dividend directly in their bank accounts through ECS or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant / Bankers’ cheque / demand draft upon normalization of postal services.

10. a. As per Regulation 40 of the Listing Regulations as amended, securities of listed companies can be transferred only in Dematerialised Form with effect from April 1, 2019, except in case of requests received for transmission or transposition of securities.

b. Transmission, Name Deletion and Transposition of Physical Shares are still permitted to be carried out in Physical Form without any restrictions.
c. In view of the above 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 dematerialised form. Members are accordingly requested to get in touch with any DP registered with the SEBI to open a Demat account. Members may also visit the website of the following depositories:
- i. National Securities Depository Limited (NSDL) : https://nsdl.co.in/faqs/ faq.php

  - i. Central Depository Services (India) Limited **(CDSL):** -

  - https://www.cdslindia.com/investors/open demat.html for further understanding of the demat procedure.

11. Members are requested to note and give attention to the following:

a. Members who hold shares in Physical Form are requested to surrender their old share certificates along with the required self certified KYC documents to LIIPL for new share certificates in form SH1. For any communication, Members may also send requests to the Company’s Investor e-mail id [email protected].
b. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination and power of attorney,

Bank Mandate details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DP in case the shares are held in Dematerialized Form, and to the STA in case the shares are held in Physical Form.

c. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
d. As per the provisions of Section 72 of the Act, the facility for making a nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company’s website http://www.nirlonltd.com (under the Investor section). Members are requested to submit the said form to their DP in case the shares are held in Dematerialized Form , and to LIIPL in case the shares are held in Physical Form.
e. The Securities and Exchange Board of India (“SEBI”) has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Share Transfer Agent for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through the Electronic Clearing Service ( ECS )/National Electronic Clearing Service ( NECS )/National Electronic Fund Transfer ( NEFT )/ Real Time Gross Settlement ( RTGS )/Direct Credit, etc.
Updating of mandate for receiving dividends directly in a bank account through Electronic Clearing System or any other means in a timely manner:
Shares held in Physical Form :
Members are requested to send the following documents in original to LIIPL latest by Thursday, September 16, 2021 :
 a signed request letter mentioning name, folio number, complete address and following details relating to the bank account in which the dividend is to be received:
Name and Branch of Bank and Bank Account type;

12 62ndAnnual Report 2020-2021

Bank Account Number and type allotted by the bank after implementation of Core Banking Solutions;
11 digit IFSC Code.
original cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;
self-attested photocopy of the PAN Card; and
self-attested photocopy of any document (such as Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.
Shares held in Dematerialized Form :
Members may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories, and the Company will not be able to accede to any direct request from such Members for change/ addition/deletion in such bank details. Accordingly, Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs.

Further, please note that instructions, if any, already given by the Members in respect of shares held in Physical Form , will not be automatically applicable to the dividend paid on shares held in Dematerialized Form . For Members who are unable to receive dividend directly in their bank accounts due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/ bankers’ cheque/demand draft to such Members by post/courier once the normalcy is restored in view of the outbreak of COVID-19 pandemic.

f. The format of the Register of Members prescribed by the MCA under the Act requires the Company/STA to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend etc. A form for capturing additional details is available on the Company’s website http://www.nirlonltd.com (under the Investor section). Members holding shares in Physical Form are requested to submit the filled in form to the Company/ STA in Physical Mode after restoration of normalcy, or in electronic mode as per instructions mentioned in the form. Members holding shares in Dematerialized Form are requested to submit the details to their respective DP only and not to the Company or LIIPL .
g. Members holding shares in Physical Form , in identical order of names, in more than one folio, are requested to send to the Company or LIIPL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
12 . The Company opened the ‘Nirlon Limited - Unclaimed Suspense Account’ as required under Regulation 39 (4) of the SEBI LODR, 2015 as amended, and has transferred 13,415 shares into the said account.
13 . Transfer to Investor Education and Protection fund
a. Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“ the IEPF Rules ”) notified by the Ministry of Corporate Affairs with effect from September 7, 2016, as amended, all unclaimed/ unpaid dividend, application money, debenture interest and interest on deposits as well as principal amounts of debentures and deposits remaining unpaid or unclaimed for a period of seven (7) years from the date they became due for payment, are required to be transferred to the Investor Education and Protection Fund (“IEPF”) administered by the Central Government.
b. Further, pursuant to Section 124 of the Act read with the IEPF Rules all shares on which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred to the IEPF Authority as notified by the Ministry of Corporate Affairs.
c. In accordance with the aforesaid IEPF Rules, the Company has sent communication to all such Shareholders whose dividends are lying unpaid/ unclaimed against their name for seven (7) consecutive years and whose shares are due for transfer to the IEPF Authority, and has also published notice(s) in leading newspapers in English and the regional language having a wide circulation. The details of such dividends and shares to be transferred to the IEPF are uploaded on the website of the Company at the following links:
- https://www.nirlonltd.com/pdf/iepf/iepf-1_ fy_2013_14_list.pdf
- https://www.nirlonltd.com/pdf/iepf/iepf-4_ fy_2013_14_list.pdf

62ndAnnual Report 2020-2021 13

d. Due dates of transferring unclaimed and unpaid dividends declared by the Company for the Financial Year 2013-14 and thereafter to the IEPF are as under:

Dividend for the F.Y. Ended	Date of declaration of Dividend	Last date for claiming unpaid/ unencashed Dividend	Proposed period for transfer of unclaimed Dividend to IEPF
March 31, 2014	23/09/2014	06/10/2021	27/10/2021
March 31, 2015	21/09/2015	02/10/2022	23/10/2022
March 31, 2016	20/09/2016	02/10/2023	23/10/2023
March 31, 2017	29/09/2017	05/10/2024	26/10/2024
March 31, 2018	26/09/2018	09/10/2025	30/10/2025
March 31, 2019	3/09/2019	20/09/2026	12/10/2026
March 31, 2020	29/09/2020	16/10/2027	06/11/2027

e. The Company urges all Members to encash/claim their respective dividend during the prescribed period. Members who have not encashed dividend warrants so far in respect of the aforesaid period(s), are requested to make their claim to LIIPL well in advance of the above due dates.
f. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2020 (date of the previous Annual General Meeting of the Company) on the website of the Company at the following links:
i. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ fle_1.xls
ii. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ fle_2.xls
iii. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ fle_3.xls
iv. https://www.nirlonltd.com/pdf/nl_iepf2_202101_ fle_4.xls

as well as on the website of the Ministry of Corporate Affairs at the link: http://www.iepf.gov.in.

g. Members / Claimants are requested to note that if dividends are not encashed by them, they may contact LIIPL immediately to encash the same. In case dividends are unencashed for a consecutive period of seven (7) years from the date of transfer to the Unpaid Dividend Account of the Company, such amounts are liable to be transferred to the Investor Education and Protection Fund (“IEPF”) .

also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members / Claimants are requested to claim their dividends from the Company within the stipulated timeline.

The Company has written individual letters to its Shareholders:

  - by sending letters dated June 28, 2021 to their last known address, whose dividend is unpaid / unencashed for the F.Y. 2013-14 stating that Shareholders should initiate and take prompt action in this regard to claim unpaid / unencashed dividend by submitting the necessary requisite documents to **LIIPL** latest by Wednesday, October 6, 2021, failing which such unpaid/unencashed dividend amount for the F.Y. 2013-14 will be transferred / credited to the IEPF on Wednesday, October 27, 2021.

  - by sending the letters dated June 28, 2021 to their last known address, stating that shares on which dividend is unpaid / unencashed for the seven (7) consecutive years commencing from the F.Y. 201314 will be transferred to the IEPF. Shareholders are requested to submit the requisite documents and claim their unpaid/unencashed dividends respectively on or before Wednesday, October 6, 2021 failing which such shares will be transferred / credited to the IEPF on Wednesday, October 27, 2021.

14. Information and other instructions relating e-mail registration and e-voting are as under:

  - a. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of  the  Companies Act,  2013  and  the  Companies  (Management and Administration)  Rules,  2014,  as  amended and under the relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members the facility to exercise their right to vote on resolutions proposed to be passed in the 62[nd] AGM by electronic means. Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting **(“remote e-voting”)** .

  - b. The Company has appointed **LIIPL** to provide an e-voting facility to Members to cast their votes on Resolutions as set out in the 62[nd] AGM Notice.

     - i. Members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the VC Meeting.

     - ii. Members who have cast their vote by remote e-voting may also attend the Meeting through VC but shall not be entitled to cast their vote again.

Further, the shares in respect of such unclaimed dividends for the seven (7) consecutive years are

14 62ndAnnual Report 2020-2021

iii. The Board of Directors of the Company have appointed Mr. Alwyn D’souza, Practising Company Secretary (FCS No.5559 CP No.5137), or failing him Mr. Jay D’souza, Practising Company Secretary (FCS No.3058 CP No.6915) of Alwyn Jay & Co., Company Secretaries, Mumbai, as Scrutinizers to scrutinize the voting at the AGM and remote e-voting for the 62[nd] AGM to ensure the same is conducted in a fair and transparent manner. Mr. Alwyn D’souza and Mr. Jay D’souza have communicated their willingness to be appointed, and will be available for this purpose.
iv. Voting rights shall be reckoned on the paidup value of shares registered in the name of the Member / Beneficial Owner (in case of Dematerialized Form) as on the cut-off date, i.e. Wednesday, September 22, 2021.
v. Only persons whose names are recorded in the Register of Members and in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Wednesday, September 22, 2021 shall be entitled to avail the facility of remote e-voting.
vi. However, the 62[nd] AGM Notice is being sent by e-mail only to those eligible Members who have already registered their e-mail address with Depositories / DP/ Company’s STA / Company or who will register their e-mail address with LIIPL on or before 5:00 p.m. (IST) on Tuesday, September 21, 2021.
vii. To facilitate Members to receive this Notice electronically and cast their vote electronically, the Company has made a special arrangement with LIIPL for registration of e-mail addresses in terms of the MCA Circulars. Eligible Members, who have not submitted their e-mail address to LIIPL , are required to provide their e-mail address to the STA, on or before 5:00 p.m. (IST) on Tuesday, September 21, 2021 pursuant to which any Member may receive on the e-mail address provided by the Member the 62[nd ] Annual Report and the procedure for remote e-voting along with the login ID and password for remote e-voting. The process for registration of an e-mail address is as under:
Registration of e-mail id for Members holding shares in Physical Form:
a. Members of the Company holding shares of the Company in Physical Form, and who have not registered their e-mail addresses may get their e-mail addresses registered with LIIPL by clicking the link: https://linkintime.co.in/emailreg/email_

register.html on their website www. linkintime.co.in at the Investor Services tab by choosing the e-mail / bank registration heading and follow the registration process as guided therein.

b. Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id, and also upload the image of their share certificates in PDF or JPEG format (upto 1 MB).

On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

c. For Permanent Registration of e-mail id for Members holding shares in Dematerialized Form:

It is clarified that for permanent registration of an e-mail address, Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (“DP”) by following the procedure prescribed by the DP.

d. For Temporary Registration of e-mail id for Members holding shares in Dematerialized Form:

Members of the Company holding Equity Shares of the Company in Dematerialized Form, and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with LIIPL by clicking the link: https://linkintime.co.in/emailreg/email_register. html on their web site www.linkintime.co.in using the Investor Services tab by choosing the e-mail registration heading and following the registration process as guided therein. Members are requested to provide details such as Name, DPID, Client ID/PAN, mobile number and e-mail id. On submission of details by a Member as stated above, an OTP will be received by a Member which needs to be entered in the link for verification.

viii. After successful submission of the e-mail address, LIIPL will e-mail a copy of the 62[nd] Annual Report along with the remote e-voting user ID and password, within 48 hours of successful registration of the e-mail address by the Member. In case of any queries, Members may write to [email protected].

ix. Those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses

62ndAnnual Report 2020-2021 15

validated with their DP / LIIP to enable servicing of notices / documents / Annual Reports and other communications electronically to their e-mail address in future.

15. Remote e-voting Instructions for Members:

i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the provisions of Regulation 44 of the Listing Regulations and MCA Circulars, Members are provided with the facility to cast their vote electronically, through the e-voting services provided by LIIPL on all resolutions set forth in this Notice, through remote e-voting.
ii. It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility.
iii. The remote e-voting facility will be available during the following period.

Day, date and time of commencement of remote e-voting	From Saturday, September 25, 2021 at 9.00 a.m. (IST)
Day , date and time of end of remote e-voting beyond which remote e-voting will not be allowed	To Tuesday, September 28, 2021 at 5.00 p.m. (IST)

iv. Remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by LIIPL upon expiry of the aforesaid period.
v. Once the vote on a Resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
vi. Remote e-voting Instructions for Shareholders post change in the Login mechanism for Individual Shareholders holding securities in Dematerialized Mode, pursuant to the SEBI circular dated December 9, 2020.
a. Pursuant to the SEBI circular dated December 9, 2020 on e-voting facilities provided by Listed Companies, Individual Shareholders holding securities in Dematerialized Mode can their vote through their demat account maintained with Depositories and Depository Participants post June 9, 2021.
b. Shareholders are advised to update their mobile number and e-mail id in their demat accounts to access the e- voting facility.
c. Login method for Individual Shareholders holding securities in Demat Mode / Physical Mode is given below:

Type of Shareholders	Login Method	Login Method
Individual Shareholders holding securities in Dematerialized Mode, with NSDL	•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.com either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the“Benefcial Owner” icon under “Login” which is available under the ‘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 the e-voting page. Click on"company name" or e-voting service provider name and you will be re-directed to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, the option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS”Portal or click athttps://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 the e-voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section.A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to the NSDL Depository site wherein you can see the e-voting page. Click on the company name or e-voting service provider name and you will be redirected to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting during the meeting.

16 62ndAnnual Report 2020-2021

Individual Shareholders holding securities in Dematerialized Mode, with CDSL	• • • •	Existing users of CDSL who have opted for Easi / Easiest, can login through their user id and password. An option will be made available to reach the e-voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps:// web.cdslindia.com/myeasi/home/login orwww.cdslindia.comand 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 the e-voting service provider i.e. NSDL, KARVY, LINK INTIME, CDSL. Click on the e-voting service provider name to cast your vote. If the user is not registered for Easi/Easiest, an option to register is available athttps:// web.cdslindia.com/myeasi./Registration/ EasiRegistration Alternatively, the user can directly access the e-voting page by providing the demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending an OTP on the registered Mobile & E-mail as recorded in the demat Account. After successful authentication, the user will be provided links for the respective ESP where the e-voting is in progress.
Individual Shareholders holding securities in Dematerialized 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 the e-voting facility. Once logged in, you will be able to see the e-voting option. Once you click on the e-voting option, you will be redirected to the NSDL/CDSL Depository site after successful authentication, wherein you can see the e-voting feature. Click on"the company name"or the e-voting service provider name and you will be redirected to the e-voting service provider website for casting your vote during the remote e-voting period or joining the virtual meeting & voting during the meeting.
Individual Shareholders holding securities in Physical Mode & e-voting service provider is LINKINTIME/ LIIPL	1. Open the internet browser and launch the URL:https://instavote.linkintime.co.in Click on“Sign Up”under “SHAREHOLDER” tab and register with your following details: A.User ID:Shareholders/ Members holding shares inPhysical Formshall provide Event No. + Folio Number registered with the Company. B.PAN:Enter your 10 digit Permanent Account Number (PAN) (Members who have not updated their PAN with the

Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
Shareholders/ Members holding shares in physical form but who have not recorded ‘ C ’ and ‘D’ , shall provide their Folio number in ‘ D’ above
 Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
 Click “ Confirm ” (Your password is now generated).
1. Click on “Login” under “SHARE HOLDER” tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on “Submit”.

4 . After successful login, you will be able to see the notification for e-voting. Select the “ View” icon .

E-voting page will appear.
Refer to the Resolution description and cast your vote by selecting your desired option “ Favour / Against” (If you wish to view the entire Resolution details, click on the “ View Resolution” file link).
After selecting the desired option i.e. Favour / Against, click on “ Submit”. A confirmation box will be displayed. If you wish to confirm your vote, click on “ Yes”, else to change your vote, click on "No" and accordingly modify your vote.

Institutional Shareholders:

Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime. co.in and register themselves as “Custodian / Mutual Fund / Corporate Body” .

They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the “Custodian / Mutual Fund / Corporate Body” login for the Scrutinizer to verify the same.

62ndAnnual Report 2020-2021 17

d. Individual Shareholders holding securities in Physical Mode & e-voting service provider is LIIPL who have forgotten their password:
Click on “Login” under “SHARE HOLDER” tab and further Click ‘forgot password?’
Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on “Submit” .
In case Shareholder/ Member has a valid e-mail id, the password will be sent to his / her registered e-mail address.
Shareholders/Members can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.
The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
e. Individual Shareholders holding securities in Dematerialized Mode with NSDL/ CDSL who have forgotten their password:
Shareholders/ Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at the above mentioned depository / depository participants website.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For Shareholders/ Members holding shares in Physical Form , the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, Shareholders/ Members can login any number of times till they have voted on the resolution(s) for a particular “Event”.
f. Helpdesk for Individual Shareholders holding securities in Dematerialized Mode :

In case Shareholders/ Members holding securities in Dematerialized Mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesks given below:

==> picture [210 x 192] intentionally omitted <==

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

Login type Helpdesk details
Individual Members facing any
Shareholders technical issue in logging
holding securities in in can contact the NSDL
Dematerialized Mode helpdesk by sending a
with NSDL request at evoting@nsdl.
co.in or call at toll free
no.: 1800 1020 990 and
1800 22 44 30
Individual
Members facing any
Shareholders
technical issue in logging
holding securities in can contact CDSL
Dematerialized Mode
helpdesk by sending
with CDSL
a request at helpdesk.
[email protected] or
contact at 022- 23058738
or 22-23058542-43.
----- End of picture text -----

g. Helpdesk for Individual Shareholders holding Securities in physical mode/ Institutional Shareholders & whose evoting service provider is LINKINTIME / LIIPL

In case Shareholders/ Members holding securities in Physical Mode/ Institutional Shareholders have any queries regarding e- voting, they may refer the Frequently Asked Questions (“FAQs”) and the InstaVote e-Voting manual available at https:// instavote.linkintime.co.in, under the “Help” section, or send an e-mail to [email protected], or contact them on: Tel: 022 – 4918 6000.

16. Information and other instructions relating to attending the 62[nd] AGM of the Company through Video Conferencing (VC) through InstaMeet are as under:

i. Due to the Covid 19 pandemic, the MCA and SEBI have permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) , without the physical presence of Members at a common venue.
ii. The Company has appointed LIIPL to provide a Video Conferencing facility through their “InstaMeet” for Members to attend the 62[nd] AGM.
iii. Process and manner for attending the 62[nd] Annual General Meeting of Nirlon Limited through InstaMeet, a platform provided by LIIPL :

18 62ndAnnual Report 2020-2021

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

 Select the “Company” and “Event Date” and register with your following details:
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.
Shareholders/ members holding shares in CDSL Demat Accounts shall provide the 16 Digit Beneficiary ID.
Shareholders/ Members holding shares in NSDL Demat Accounts shall provide the 8 Character DP ID followed by the 8 Digit Client ID.
Shareholders/ Members holding shares in Physical Form shall provide Folio Number registered with the Company.
B. PAN: Enter your 10-digit Permanent Account Number ( PAN ) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your e- mail id, as recorded with your DP/Company.
 Click “ Go to Meeting ” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Please refer to the instructions (annexure) for software requirements and kindly ensure to install the same on the device which will be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you on the instruction/ InstaMEET website.

iv. Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:
a. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific e-mail id [email protected] created for the general meeting.
b. Shareholders will get confirmation on a first come first serve basis depending upon the provision made by the client.
c. Shareholders will receive a “Speaking Serial Number” once they mark attendance for the meeting.
d. Other Shareholders may ask questions to the panelists, via an active chat-board during the meeting.
e. Please remember your speaking serial number and start your conversation with the panelists by switching on the video mode and audio of your device.
f. Shareholders are requested to speak only when the moderator of the meeting/ management will announce the name and serial number for speaking.
v. Instructions for Shareholders/ Members to Vote during the 62[nd] Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, Shareholders/ Members who have not exercised their vote through remote e-voting can cast their vote as under:

a. On the Shareholders VC page, click on the link for e-voting “Cast your vote”.
b. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered e-mail Id) received during registration for InstaMEET and click on “Submit” .
c. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
d. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cutoff date under “Favour/Against” .
e. After selecting the appropriate option i.e. “Favour/ Against” as desired and you have decided to vote, click on “Save” . A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm” , else to change your vote, click on “Back” and accordingly modify your vote.
f. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Notes:

Shareholders / Members, who will be present in the 62[nd] Annual General Meeting through the InstaMeet facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting facility during the meeting. Shareholders / Members who have voted through remote e-voting prior to the 62[nd] Annual General Meeting will be eligible to attend / participate in the 62[nd] Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders / Members are encouraged to join the Meeting through Tablets / Laptops connected through broadband for better experience. Shareholders/ Members are required to use Internet with a good speed

62ndAnnual Report 2020-2021 19

(preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
Shareholders / Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended
to use a stable Wi-FI or LAN connection to mitigate any kind of the aforesaid glitches.
In case Shareholders / Members have any queries regarding login / e-voting, they may send an e-mail to [email protected], or contact: Tel: 02249186175.

Annexure

Guidelines to attend the 62[nd] AGM proceedings through the InstaMEET

For a smooth experience of viewing the AGM proceedings through InstaMEET, Shareholders/Members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

a. Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html

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62 Annual Report 2020-2021

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62ndAnnual Report 2020-2021 21

	OR
Step 1	Enter your First Name, Last Name and Email ID and click on“Join Now”
1 (A)	If you have already installed the Webex application on your device, join the meeting byclickingon“Join Now”
1 (B)	If the Webex application is not installed, a new page will appear giving you an option to either add Webex to Chrome, orRun a temporary application. Click onRun a temporary application, and an exe fle will be downloaded. Click on this exe fle to run the application and join the meetingbyclickingon“Join Now”

b. If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

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17. The Chairman shall, at the end of discussion on the resolutions on which voting is to be held, allow voting by use of the remote e-voting system for all those Members who are present during the 62[nd] AGM through VC/OAVM, but have not cast their votes by availing the remote e-voting facility. The remote e-voting module during the 62[nd] AGM shall be disabled by LIIPL for voting 15 minutes after the conclusion of the Meeting.

18. A report thereon will be prepared in accordance with Section 109 of the Companies Act, 2013 read with the relevant rules. E-voting voting done at the 62[nd] AGM, taken together with the votes cast through remote e-voting shall be counted for passing of the respective resolution/s.

19. The Scrutinizer shall, after the conclusion of voting at the 62[nd] AGM, first count the votes cast during the AGM, and thereafter unblock the votes cast through remote e-voting and shall make, not later than 48 hours from the conclusion of the 62[nd] AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, for the Chairman, or the Company Secretary, who shall countersign the same and declare the result of the voting forthwith.

20. The Results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website http://www. nirlonltd.com and on the website of https://instavote. linkintime.co.in, immediately after the declaration of the result by the Chairman, or the Company Secretary authorised by him. The results shall also be immediately forwarded to the BSE Ltd.

21. Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to have been passed on the day and date of the Meeting, i.e. Wednesday, September 29, 2021.

22. Information relating to Directors seeking reappointment and appointment at the 62[nd] AGM is as follows:

i. Mr. Kunal V. Sagar (DIN 00388877) - (Promoter & NED), aged 53 years (DOB 06-04-1968), graduated with a B.A. in Economics.
Mr. Kunal V. Sagar has been occupying the office of Director since December 1995. Subsequently, Members at their AGM held on September 24, 1997 confirmed the appointment of Mr. Kunal V. Sagar as joint Executive Vice Chairman of the Company, not liable to retire by rotation. Mr. Kunal V. Sagar resigned from the office of Executive Vice Chairman on September 25, 2015 and continues to hold the position of Promoter and Director of the Company.

Prior to joining Nirlon Limited, Mr. Kunal V. Sagar worked with the Republic National Bank of New York in the United States from 1990 to 1994.

He is the brother of Mr. Rahul V. Sagar, one of the Directors of the Company.

He attended (6) Board Meetings during the F.Y. 2020-21.

Mr. Sagar is a member of the Corporate Social Responsibility, Risk Management and POSH Committees of the Company.

He holds 13,29,750 equity shares in the Company.

He has confirmed that he is not disqualified to act as a Director of the Company.

22 62ndAnnual Report 2020-2021

ii. Mr. Sridhar Srinivasan (DIN 07240718) , aged 61 years, graduated from Delhi University and is also a Chartered Accountant.
Mr. Srinivasan is a financial services expert with nearly 37 years of experience at Citigroup across Asia, Africa and Europe. During this period he built, grew and transformed businesses, holding key country and regional executive positions including CEO for three countries, Corporate Bank Head for India, Transaction Services Head for Africa and Bank Services Group Head for Central, Eastern Europe, Middle East and Africa. After his time with Citi, he joined Oliver Wyman as Partner and India Head, and is currently a senior advisor at this leading global management consulting firm. With strong personal integrity, passion, and relationship skills, he has built several winning teams comprising people from diverse cultural and professional backgrounds. He is now an established non-executive board director/ advisor with companies ranging from start-ups to the largest corporations in India. His deep experience

and track record helps him to work with CEOs and boards in areas such as management strategy, business transformation, governance, shareholder interests, risk, and regulatory compliance. He is also an active angel investor and mentor for early stage start-ups.

Mr. Srinivasan is not related to any Promoter / Director / KMP of the Company, and has confirmed that he meets with the criteria for an Independent Director as required, and is not dis-qualified to act a Director of the Company.

Mr. Srinivasan was appointed as an additional Non- Executive Independent Director effective from September 29, 2020.

He attended three (3) Board Meetings during the F.Y. 2020-2021.
Mr. Srinivasan and his immediate relatives do not hold any equity shares in Nirlon Limited.

Mr. Srinivasan also serves on the Boards of various Public companies:

	largest corporations in In	dia. His deep experience	Public companies:
Sr. no.	Name of the Company	Chairman of the Committee	Member of the Committee	Nature of Directorships
1.	Oracle Financial Services Software Limited	1.Risk Management	1.Audit, 2.Stakeholders Relationship, 3.Nomination and Remuneration, and 4.ESOP Allotment,	Non – Executive Independent Director
2.	Bank of Baroda	1.Audit, 2.Stakeholders Relationship, and 3. Information Technology Strategy	1. Risk Management, 2. Nomination and Remuneration, 3. Customer Service, 4. Committee on high value frauds, 5. Strategic Advisory committee of the Board on HR, 6. Review Committee on willful Defaulters, and 7. Committee to consider appeals in respect of Disciplinary cases of Top Management Executives in Grades/ Scale VII & VIII	Non – Executive Independent Director
3.	Nirlon Limited	1.Corporate Social Responsibility	1.Stakeholders Relationship, 2.Nomination and Remuneration, 3.Audit, and 4.Independent Directors'	Non – Executive Independent Director

62ndAnnual Report 2020-2021 23

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), sets out all material facts relating to the business mentioned at Item Nos. 4 to 6 of the accompanying 62[nd] AGM Notice dated August 13, 2021

Item No. 4: Appointment of Mr. Sridhar Srinivasan (DIN 07240718), aged 61 years, as a Non- Executive Independent Director of the Company w.e.f. September 29, 2020

Section I – Background

The terms of Mr. Moosa Raza and Mr. Arjan Gurbuxani, Independent Directors, expired on September 30, 2020 since they had each respectively completed their second term.

In this context, the Company’s Board was re-constituted on September 29, 2020 in order to have atleast six (6) Directors effective from October 1, 2020 i.e. three (3) Non- Executive Independent Directors, two (2) Promoter Directors, and one(1) Nominee Director of Reco Berry Pvt. Ltd., Promoter of the Company.

At the Board meeting held on September 29, 2020, Mr. Sridhar Srinivasan provided a declaration that he is qualified to act as a Director of the Company, and is also meeting the criteria to act as an Independent Director as laid down under the Companies Act, 2013 (the Act) and the SEBI (Listing Obligations and Disclosure Requirements), 2015 (SEBI LODR) as amended to date.

Mr. Srinivasan has expressed his desire and willingness to be appointed as a Non - Executive Independent Director for a term of five (5) years from September 29, 2020.

In the opinion of the Board, Mr. Srinivasan fulfils the conditions for appointment as a Non- Executive Independent Director as specified in the Act and the SEBI LODR. Mr. Srinivasan is also independent of the Company’s Management.

Accordingly, at the meeting held on September 29, 2020, the Board appointed Mr. Srinivasan as an additional Non - Executive Independent Director subject to ratification by Members of the Company at their General Body Meeting.

Section II – Statutory Provisions under the Act and the SEBI LODR (amended, effective from April 1, 2019)

Sections 149, 152 and 161 of the Act lay down, inter alia, as under:
Every listed public company shall have at least one third of the total number of Directors as Independent Directors, who are not liable to retire by rotation and shall have at least one (1) woman Director;
An Independent Director shall hold office for a term up to five (5) years on the Board of a company and shall also be eligible for re-appointment for another term of (5) years (not to exceed ten (10) years in aggregate) by passing of a special resolution as required under the Act and SEBI LODR by the Company and disclosure of such appointment in the Board’s Report.
Regulations 16, 17 and 25 of the SEBI LODR, inter alia, stipulate conditions for appointment of Independent Directors by a listed company.

The Board of Directors of a listed entity shall have a minimum of six (6) Directors with an optimum combination of Executive and Non-Executive Directors with at least one (1) woman Director, and not less than fifty (50) percent of the Board of Directors shall comprise of Non-Executive Directors.

Where the Chairperson of the Board of Directors is a Non- Executive Director, at least one-third of the Board of Directors shall comprise of Independent Directors and where the listed entity does not have a regular Non- Executive chairperson, at least half of the Board of Directors shall comprise of Independent Directors;
A person shall not serve as an Independent Director in more than seven (7) listed entities;
The tenure of an Independent Director, with the proposed appointment, shall be in accordance with the Act, and rules made thereunder and SEBI LODR, in this regard.

Section III – Recommendation & Justification

In the opinion of the Board, Mr. Srinivasan fulfils the conditions for appointment as an independent Director as prescribed in the Act and the SEBI LODR.

The Directors placed on record that the appointment of Mr. Srinivasan will bring significant contributions as well as valuable advice and guidance in steering the Company towards sustainable growth and greater profitability.

It is proposed that is in the best interests of the Company to appoint Mr. Srinivasan as a Non- Executive Independent Director under the Act and SEBI LODR to hold office for a term of five (5) years effective from September 29, 2020 as per the Act.

The Company has received an individual notice in writing under Section 160 of the Act, proposing the candidature of Mr. Srinivasan for the office of a Director of the Company.

A brief resume of Mr. Srinivasan containing the nature of his expertise in specific functional areas, names of companies in which he holds Chairmanships, Directorships and Memberships of Board / Committees, shareholding, and relationship with the other Directors as stipulated under the SEBI LODR, are provided in the Note no. 22(ii) of the 62[nd] AGM Notice.

A copy of draft letter for the proposed appointment of Mr. Srinivasan as an Independent Director, setting out the terms and conditions of his appointment, is available for inspection by any Member of the Company.

24 62ndAnnual Report 2020-2021

None of the other Directors / key managerial personnel of the Company / their relatives are in anyway concerned or interested, financially or otherwise, in this resolution save and except to the extent of their respective shareholding, if any.

The Board recommends the Ordinary Resolution set out at Item No. 4 of this Notice for approval by Members by way of an Ordinary Resolution under the Act and as well as under the SEBI LODR.

Item No. 5: Ratification of Remuneration payable to the Cost Auditor

The Board, on recommendation of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay & Co., Mumbai, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by Members of the Company at their Meeting.

Accordingly, consent of Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2022.

None of the Directors / Key Managerial Personnel / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by Members of the Company by way of an Ordinary Resolution.

Item No. 6: Approval for the proposed Related Party Transaction

In terms of the approval of the Members of the Company granted at their 61[st] AGM held on September 29, 2020, the Company has entered into a Management Services Agreement dated September 30, 2020 (“MSA”) with Nirlon Management Services Private Limited (“NMSPL”) , being a related party of the Company as such term is defined under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) . In terms of the MSA, NMSPL has been providing lease management, property management, marketing, project management and general management services to the Company.

As per the Company’s registered Agreement to License with J.P. Morgan Services India Pvt. Ltd. (“JPM”) to license the entire approximately 1.16 million sq. feet of chargeable area in Phase 5, the Company is required to make additions and alterations to its base building project as per the requirements of JPM (“Additional JPM Work”) , at the cost of JPM.

As the Phase 5 building belongs to the Company and is being built as per its design and specifications, JPM and the Company have agreed that this Additional JPM Work should be carried out by the Company and not by JPM. Therefore, in consultation with JPM, the Company made suitable changes to the project schedule and sequence to accommodate this requirement of JPM.

The Company and JPM have agreed to the compensation payable to the Company by JPM for carrying out this Additional JPM Work. The compensation payable is in line with prevalent market rates for comparable work.

Since NMSPL is already providing Project Management services for Phase 5 and the Additional JPM Work required by JPM is being undertaken as part of Phase 5 work, operationally and commercially it would be prudent for NL to outsource the Additional JPM Work to NMSPL as well. NMSPL’s familiarity with the base building will help in the timely and sequential planning and execution of the Additional JPM Work.

In terms of Clause 5.1.7 of the MSA, NMSPL can provide additional services to the Company on terms and conditions including fees to be agreed between the Company and NMSPL.

Accordingly, at the request of the Company, NMSPL has agreed to carry out the Additional JPM Work in terms of the MSA. For the convenience of the Members, please find below some of the salient terms/ features of the proposed Letter Agreement for Additional JPM Work for ease of reference:

Salient features of the proposed Letter Agreement for Additional JPM Work are as follows:

The above works are primarily in the nature of customized upgrades to the base building specification to suit the licensee. These include providing HT transformers, DG infrastructure including the exhaust to suit JPM requirements, customization in the washrooms, some infrastructure on the façade for JPM signage etc.

62ndAnnual Report 2020-2021 25

The Technical details and indicative scope of work are given below :

ADDITIONAL WORK ESTIMATE FOR JPM

||All Amount
(in**Crore)**|**All Amount**<br>**(in**Crore)|All Amount
(in`Crore)|
|---|---|---|---|
|Sr.
No.|Packages|Budget of
ATL|Project
Management
Fees @ 8%|
|1.|Electrical:|||
|i|High Side Electrical SLD of Licensee Panels,Transformers etc.|17.88|1.43|
|ii|DG syncpanel Additional DG Set|8.80|0.70|
||New DG,Changes in cabling,bus duct,etc.
|||
||Panel Modifcation|||
||
Battery,card,etc.|||
|iii|HSD Yard Capacity30 KLD x 2 vs 15KLD x 2|1.40|0.11|
|iv|Base Build AlterationsbyLL: DG exhaust stacks|0.90|0.07|
|2.|HVAC:|||
|i|AHU,HRW|8.60|0.69|
|ii|Resiliencyin chilled and condenser,Chillers|6.78|0.54|
|iii|CoolingTower & PumpSets - supply|||
|iv|Electrical Panel for coolingtower &pumps|||
|v|CoolingTower & PumpSets - installation|||
|vi|Piping/ valves - BOQitem,new items andqty. deletion|||
|vii|Old Piping/valves deletion|||
|viii|New item Piping/ valves addition|||
|ix|Rework|||
|x|HVAC Related electrical works|||
|3.|Façade:|||
|i|ConnectingBridge - corridor additional unitizedpanels|0.65|0.05|
|ii|PMU laboratorytest|0.35|0.03|
||Under Base Build Interventions – Base build Changes|||
|iii|B 10 - L4 Corridor,Corridor to be enclosed in café space|0.10|0.01|
|iv|Additional door on west sideglazing|0.03|0.00|
|v|Refuge areaglasspartitions and relocation of doors|0.06|0.00|
|4.|High rise elevator to stop on level 4 & 5:|1.41|0.11|
|i|Elevator|||
|ii|Interior|||
|iii|Electrical|||
|iv|HVAC|||
|v|FF|||
|vi|Lighting|||
|vi|BMS
|||
|5.|Wash room modifcation , Handicap toilet Fixtures and Additional
powerpoints in toilets:
|1.73|0.14|
|i|Interior/fxtures|||
|ii|Electrical|||

26 62ndAnnual Report 2020-2021

iii	Others
6.	External Signage (Brackets):	0.75	0.06
7.	ADA compliance	TBC
8.	B9 Toilet Block - Entrance to be changed	0.23	0.02
9.	Wet & DryGarbage store	TBC
10.	Level 15 - Common area outside lift lobby	TBC
11.	Drawings to authorities /amendment	1.25	0.10
12.	Sizingof Sprinkler Piping	0.88	0.07
13.	Access Control & CCTV system	0.37	0.03
14.	Café at Level 4&5	0.22	0.02
15.	Consultant charges for :
i	HVAC and Electrical works	0.30	0.02
ii	MEP -Third Party Commissioning	0.25	0.02
iii	Architect/IBMS/PHE/FF	0.35	0.03
iv	Façade Work Consultant	0.13	0.01
	Base Build Alterations by LL
16.	ConvertingShower into WC in B9	0.60	0.05
i	Interiors
ii	HVAC
iii	PHE
iv	Civil
v	Toilet accessories
vi	Electrical
vii	Reinforcement scanning
17.	(Intervention) Building B11 - washroom, basement, 8th foor, 2nd, 7th foor and 4th foor transport desk and Cold storage in B1	3.81	0.30
i	Interior / Civil
	Civil
ii	PHE
iii	Electrical
iv	Sanitaryfxtures
v	HVAC
vi	IBMS
18.	FSI & Amendment fees	1.16	0.09
19.	Stack Parking cost details:
i	Mechanical Car Stacks(35 nos.@USD 1170per carpark)	0.28	0.02
ii	Slab Strengtheningfor stackparking (10043 Sq.Ft.@USD 10per sq.ft.)	0.70	0.06
	GROSS TOTAL	59.97	4.80

The fees agreed to be paid to NMSPL under the Letter Agreement for Additional JPM Work are in consonance with current industry rates and practices.

The proposed Letter Agreement for Additional JPM Work is expected to be beneficial to the Company and is in keeping with industry practices.

The proposed related party transaction is on an ‘Arms Length Basis’.

Consequently, the Audit Committee and the Board of Directors of the Company at their respective meetings held on June 24, 2021, have approved, in terms of Section 177 (4) (iv) of the Companies Act, 2013 and Regulation 23 (2) of the SEBI LODR and Section 188 (1) (d) of the Companies Act, 2013 respectively, the entering into of the Letter Agreement for Additional JPM Work and the transaction/s contemplated therein by the Company.

62ndAnnual Report 2020-2021 27

Since Mr. Kunal Sagar and Mr. Rahul Sagar (“Sagar Brothers”) are Directors and Members of the Company and also directors and members of NMSPL, NMSPL would constitute a related party of the Company in terms of Section 2 (76) (iv) of the Companies Act, 2013. Further, Reco Berry Private Limited, a company incorporated in Singapore, the Sagar Brothers, Alfano Pte Limited and Deltron Pte Limited (collectively referred to as the “Promoters” ) and persons acting in concert with the Promoters, being related parties in terms of Regulation 2 (1) (zb) of the SEBI LODR, shall not vote to approve these resolutions in accordance with Regulations 23 (4) and 23 (7) of the SEBI LODR.

Approval of Members is being hereby sought by way of an Ordinary Resolution for the aforementioned agreements and transactions pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI LODR.

Save and except as stated above, none of the Directors/ Key Managerial Personnel / their relatives is any way, concerned or interested, financially, or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by Members of the Company by way of an Ordinary Resolution.

By Order of the Board of Directors, For Nirlon Limited

sd/-

Jasmin K. Bhavsar Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021

Registered Office:

Nirlon Limited , Pahadi Village, Off the Western Express Highway, Goregaon (East), Mumbai 400 063. Tele : +91 (022) 49186000 Fax : +91 (022) 49186060 CIN no. : U67190MH1999PTC118368 E-mail id : [email protected] Website : www.linkintime.co.in

28 62ndAnnual Report 2020-2021

AI assistant

Nirlon Limited AGM Information 2021

62538_rns_2021-09-05_81bdb9d7-def3-4a7b-9676-cd777fc80684.pdf

Nirlon Limited

CIN:L17120MH1958PLC011045

September 5, 2021

Dear Sir,

Ref: Regulation 30 of the SEBI LODR, 2015

For Nirlon Limited

NOTICE TO MEMBERS

ORDINARY BUSINESS:

SPECIAL BUSINESS:

Jasmin K. Bhavsar Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021 Registered Office: Nirlon Limited,

NOTES:

9. TDS on Dividend

Please Note:

 Registration of Bank Details for Members holding shares in Physical Form:

It is very important for the Member to submit the request letter duly signed.

The Company has written individual letters to its Shareholders:

15. Remote e-voting Instructions for Members:

Institutional Shareholders:

Notes:

Annexure

Guidelines to attend the 62[nd] AGM proceedings through the InstaMEET

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), sets out all material facts relating to the business mentioned at Item Nos. 4 to 6 of the accompanying 62[nd] AGM Notice dated August 13, 2021

Section I – Background

Section III – Recommendation & Justification

Item No. 5: Ratification of Remuneration payable to the Cost Auditor

Item No. 6: Approval for the proposed Related Party Transaction

Salient features of the proposed Letter Agreement for Additional JPM Work are as follows:

The Technical details and indicative scope of work are given below :

ADDITIONAL WORK ESTIMATE FOR JPM

Mumbai, August 13, 2021

Registered Office:

AI assistant

Nirlon Limited — AGM Information 2021

62538_rns_2021-09-05_81bdb9d7-def3-4a7b-9676-cd777fc80684.pdf

Nirlon Limited

CIN:L17120MH1958PLC011045

September 5, 2021

Dear Sir,

Ref: Regulation 30 of the SEBI LODR, 2015

For Nirlon Limited

NOTICE TO MEMBERS

ORDINARY BUSINESS:

SPECIAL BUSINESS:

Jasmin K. Bhavsar Company Secretary, Vice President (Legal) & Compliance Officer FCS 4178

Mumbai, August 13, 2021 Registered Office: Nirlon Limited,

NOTES:

9. TDS on Dividend

Please Note:

 Registration of Bank Details for Members holding shares in Physical Form:

It is very important for the Member to submit the request letter duly signed.

The Company has written individual letters to its Shareholders:

15. Remote e-voting Instructions for Members:

Institutional Shareholders:

Notes:

Annexure

Guidelines to attend the 62[nd] AGM proceedings through the InstaMEET

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), sets out all material facts relating to the business mentioned at Item Nos. 4 to 6 of the accompanying 62[nd] AGM Notice dated August 13, 2021

Section I – Background

Section III – Recommendation & Justification

Item No. 5: Ratification of Remuneration payable to the Cost Auditor

Item No. 6: Approval for the proposed Related Party Transaction

Salient features of the proposed Letter Agreement for Additional JPM Work are as follows:

The Technical details and indicative scope of work are given below :

ADDITIONAL WORK ESTIMATE FOR JPM

Mumbai, August 13, 2021

Registered Office:

More from Nirlon Limited

Nirlon Limited AGM Information 2021