Nitco Ltd. — Proxy Solicitation & Information Statement 2019

Feb 27, 2019

27th February, 2019

To,

Corporate Service Dept	The Listing Department,
Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Jeejeebhoy Towers	Exchange Plaza, Bandra Kurla Complex,
Dalal Street,	Bandra (E),
Mumbai- 400 001	Mumbai- 400051.
Script code: 532722	Script code: NITCO

Ref. :- BSE Code: 532722; NSE Code : NITCO; ISIN : INE858F01012

Sub: Postal Ballot Notice

Dear Sir,

This is to inform you that Company is conducting a Postal Ballot activity to pass the following resolution as special resolution:

Item No.	Description of the Resolution
Special Resolution for approval of Nitco Limited Employees Stock Option 1 Plan 2019 (ESOP 2019) for employees of the Company.

We attach herewith Notice of Postal Ballot together with Postal Ballot Form being sent to the members of the Company, for your perusal and records.

Further it is informed that the Company will provide remote e-voting facility to the shareholders for the purpose of casting vote on the resolutions proposed to be passed in the ensuing Postal Ballot activity. The remote e-voting period commences from Friday, 1 st March, 2019 at 9:00A.M. and ends on Saturday, 30th March, 2019 at 5:00P. M.

Kindly take the same on record.

Thanking You,

Yours Faithfully, For NITCO Limited

PJ .. (~ni C:e:~~~cretary & Compliance Officer

End: As above

Registered Office: NITCO HOUSE, Station Road, Kanjur Marg (East) Mumbai – 400042

Tel: +91 22 6616 4555 Fax: +91 22 6616 4657 Email: investorgrievances@nitco.in

CIN: L26920MH1966PLC016547 Website: www.nitco.in

POSTAL BALLOT NOTICE

To the members of the Company,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of NITCO Limited ("the Company") by means of Postal Ballot including Electronic Voting (e-voting), pursuant to Section 110 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force).

The Statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

The Company has appointed Ms. Krupa Joisar, a Practising Company Secretary, as Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

Members have the option to vote either by means of physical Postal Ballot or through e-voting. Members desiring to exercise their vote by means of physical Postal Ballot are requested to carefully read the instructions printed in this Postal Ballot Notice and Postal Ballot Form and return the Postal Ballot Form duly completed in all respects in the enclosed self-addressed postage pre-paid Business Reply Envelope so as to reach the Scrutinizer not later than the close of working hours, i.e. 5:00 p.m. on Saturday, 30th March 2019. Postal Ballot Forms received after 5:00 p.m. on Saturday, 30th March 2019 will be treated as 'invalid'. Pursuant to Section 108 of the Act read with Rule 20 of the Rules, the Company is also providing e-voting facility for voting electronically on the resolutions proposed in this Postal Ballot Notice. Members desiring to opt for the e-voting facility are requested to read carefully the related notes to this Postal Ballot Notice and instructions given thereunder.

The Scrutinizer will submit his report to the Chairman and Managing Director of the Company after the completion of scrutiny and the results of voting by means of Postal Ballot (including voting through electronic means) will be announced on Monday, 1st April 2019, at the Registered Office of the Company and also by placing the same on the Company's website: www.nitco.in and on the website of www.evotingindia.com (CDSL). The results will simultaneously be communicated to the Stock Exchanges.

ITEM NO.1

To approve NITCO - Employees Stock Option Plan 2019 and in this regard, pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 42, 62 (1) (b) of the Companies Act, 2013("the Act") and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Act, including any statutory modification(s) or re-enactment of the Act for the time being in force and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the provisions of the Securities and Exchange Board Of India (Share Based Employee Benefits) Regulations, 2014 including any modifications thereof or supplements thereto ("the SEBI ESOS Regulations"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"),the Listing Agreement entered into with the Stock Exchange where the securities of the Company are listed and any other applicable laws for the time being in force and subject to such other consents, permissions, sanctions and approvals which may be agreed by the Board of Directors of the Company (hereinafter referred to as "the Board"), consent of the Shareholders be and is hereby accorded to introduce and implement the NITCO - Employees Stock Option Plan 2019 ("ESOP - 2019") the salient features of which are detailed in the Explanatory Statement to this Notice and to create, grant, offer, issue and allot at any time in one or more tranches to or for the benefit of such person(s) who are in the permanent employment of the Company, whether working in India or outside India, including Whole-time Director and Executive Director (member of Board) of the Company, but excluding Promoter, Promoter group and Independent Directors and such other persons as may from time to time be allowed to be eligible for the benefit under the provisions of applicable laws and Regulations prevailing from time to time (hereinafter collectively referred to as "Employees") selected on the basis of criteria decided by the Board under the ESOP-2019, such number of stock options convertible into Equity Shares of the Company ("Options"), in one or more tranches, not exceeding 12,00,000 (Twelve lakhs) equity shares of face value of Rs. 10 each, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the ESOP-2019 and all provisions of applicable laws.

RESOLVED FURTHER THAT the Scheme may also envisage provisions for providing financial assistance to the Eligible Employees to enable them to acquire, purchase or subscribe to the said Securities of the Company in accordance with the provisions of the Act/Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot Equity Shares directly to the eligible Employees upon exercise of Options from time to time in accordance with the ESOP-2019 and such equity shares shall rank pari-passu in all respects with the then existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division or other reorganisation of capital structure of the Company, as applicable from time to time, if any additional equity shares are issued by the Company for the purpose of making a fair and reasonable adjustment to the Stock Options granted earlier, the above ceiling shall be deemed to be increased to the extent of such additional equity shares issued.

RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of equity shares to be issued and allotted on exercise of Options granted under the ESOP-2019 and the exercise price of Options granted under the ESOP-2019 shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of Rs. 10 per equity share bears to their revised face value of the equity shares of the Company after such sub-division or consolidation, without affecting any other rights or obligations of the employees who have been granted Stock Options under the ESOP-2019.

RESOLVED FURTHER THAT without prejudice to the generality of the above the Board is authorised to formulate, evolve, decide upon and implement the ESOP-2019, determine the detailed terms and conditions of the aforementioned ESOP-2019 including but not limited to the quantum of the Options to be granted per employee, the number of Options to be granted in each tranche, the terms or combination of terms subject to which the said Options are to be granted, the exercise period, the vesting period, the vesting conditions, instances where such Stock Options shall lapse and to grant such number of Options, to such employees of the Company, at par or at such other price, at such time and on such terms and conditions as set out in the ESOP-2019 and as the Board may in its absolute discretion think fit.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee be designated as the Compensation Committee in accordance with Regulation 5(1) of the SEBI ESOS Regulations for the purposes of administration of ESOP-2019.

RESOLVED FURTHER THAT the Board is hereby authorised to make any modifications, changes, variations, alterations or revisions in the ESOP-2019 as it may deem fit, from time to time or to suspend, withdraw or revive the ESOP-2019 from time to time, in conformity with applicable laws, provided such variations, modifications, alterations or revisions are not detrimental to the interests of the Employees.

RESOLVED FURTHER THAT the Board shall take necessary steps for listing of the Equity Shares allotted under the ESOP-2019 on the Stock Exchanges, where the Shares of the Company are listed in accordance with the provisions of the SEBI ESOS Regulations, the SEBI LODR Regulations and other applicable laws and regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient or proper and to settle all questions, difficulties or doubts that may arise in relation to formulation and implementation of the ESOP-2019 at any stage including at the time of listing of the equity shares issued herein without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they 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 delegate all or any powers conferred herein to Nomination and Remuneration Committee or such other Committees, with power to sub-delegate to any Executives/Officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings etc., as may be necessary to give effect to this resolution."

By Order of the Board of Directors For NITCO LIMITED

Date: 14th February, 2019 Place: Mumbai

Sd/- Puneet Motwani Company Secretary

NOTES :

• 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Businesses as set out in the Notice is annexed hereto.
• 1. Members are advised to get their shares demated by sending Dematerialization Request Form (DRF) alongwith Share Certificates through their Depository Participant (DP) to Company's Registrar i.e. Link Intime India Private Limited (Link Intime).
• 1. Electronic copy of the Notice of Postal ballot along with the process of e-voting is being sent to the members whose e-mail addresses are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested for hard copy of the same. For members who have not registered their e-mail addresses, physical copies of the Notice of postal ballot, the process of e-voting is being sent to the members in the permitted mode.
• 1. Members may also note that the Notice of Postal Ballot will also be available on the Company's website at www.nitco.in. The physical copy of the Notice will also be available at the Company's Registered Office in Mumbai for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same.

5. Voting through electronic means –

• I. In compliance with the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the Regulation 44 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer remote e-voting facility to its Members in respect of the businesses to be transacted through Postal Ballot. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") as the Authorised Agency to provide remote e-voting facilities.
• II. Members are requested to note that the business may be transacted through remote e-voting system and the Company is providing facility for voting by electronic means. It is hereby clarified that it is not mandatory for a Member to vote using the e-voting facility. A Member may avail of the facility at his/her/its discretion, as per the instructions provided herein.

Members can opt for only one mode of voting, i.e. either by physical Postal Ballot or e‑voting. In case members cast their votes through both the modes, voting done by e‑voting shall prevail and votes cast through physical Postal Ballot will be treated as "INVALID".

The resolutions, if approved, shall be deemed to have been passed on the last date of voting, that is, Saturday, 30th March 2017.

The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

Instructions for e-voting:

The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on Friday, 1st March, 2019 (9.00 a.m.) and ends on Saturday, 30th March, 2019 (5.00 P.M.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, 22nd February, 2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) The shareholders should log on to the e-voting website at www.evotingindia.com.

• (iii) Click on "Shareholders" tab.

• (iv) Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,
• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
• (v) Next enter the Image Verification as displayed and Click on Login.
• (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
Dividend Bank Details OR	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
Date of Birth (DOB)	If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.
• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xi) Click on the EVSN for the relevant "NITCO LIMITED" on which you choose to vote.
• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• (xix) Note for Non Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www. evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to krupa@krupajoisar. com with the copy marked copy to helpdesk.evoting@cdslindia.com
• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com
• 1. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 22nd February 2019 may obtain the login ID and password by sending a request at evoting@cdslindia.com. However, if you are already registered with CDSL for remote e-voting then you can use your exiting password for casting your vote.
• 1. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut–off date only shall be entitled to avail the facility of remote e–voting.
• 1. Ms. Krupa Joisar proprietor of M/s. Krupa Joisar & Associates, Practicing Company Secretaries (Membership No. ACS A41023) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• 1. The voting rights of the shareholders shall be in proportion of their shares of the paid up equity share capital of the Company as on the cut off date i.e. 22nd February, 2019.
• 1. The Results declared alongwith the Scrutinizer's Report shall be placed on the Company's website at www.nitco.in and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.
• 1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.00 am to 6.00 pm) on all working days except Saturdays and Sundays.

12. Information and instructions relating to voting through physical Postal Ballot Form

• (i) Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with the Assent (FOR) or Dissent (AGAINST), in the enclosed self-addressed postage pre-paid envelope, so as to reach the Scrutinizer, not later than close of working hours that is, 5:00 p.m. (IST) on Saturday, 30th March 2019, to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the member.
• (ii) Members are requested to exercise their voting rights by using the attached Postal Ballot Form only. No other form or photocopy of the form is permitted.
• (iii) Corporate / Institutional Members (that is, other than Individuals, HUF, NRI, etc.) opting for physical ballot are also required to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer along with the Postal Ballot Form.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Stock Options represent a reward system based on performance. They help companies attract, retain and motivate the best available talent. Stock Options also provide a company with an opportunity to optimise its personnel costs. This also provides an opportunity to employees to participate in the growth of the company, besides creating long term wealth in their hands.

Further, as the business environment is becoming increasingly competitive, it is important to attract and retain qualified, talented and competent personnel in the Company. Your Company believes in rewarding its Employees for their continuous hard work, dedication and support, which has led the Company on the growth path.

Keeping in line with the above, "NITCO - Employees Stock Option Plan 2019" ('the Scheme') has been formulated by the Company and to be implemented by Nomination & Remuneration Committee constituted under Section 178 of the Companies Act, 2013 in accordance with the requirements of Securities and Exchange Board Of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOS Regulations") issued by SEBI and other applicable laws. The Scheme has been approved by the Board of Directors at their Meeting held on 14th February, 2019 subject to the approval of JM Financial Asset Reconstruction Company Limited, acting in its capacity as trustee of various trusts as secured financial creditor of the Company, on the detailed scheme and approval of the members.

The Scheme will be operated and administered under the superintendence of the Company's Nomination and Remuneration Committee, which is a Committee of the Board of Directors, the majority of whose Members are Independent Directors. The Nomination and Remuneration Committee will formulate the detailed terms and conditions of the Scheme including:

• Number of options to be granted to any Employee, and in the aggregate;
• Terms on which the options will vest;
• The conditions under which options vested in Employees may lapse in case of termination of Employees for misconduct;
• The exercise period within which an Employee should exercise the options, and lapsing of options on failure to exercise the options within the exercise period and determination of exercise price which may be different for different class/ classes of Employees falling in the same tranche of grant of Options issued under ESOP- 2019;
• The specified time period within which the Employee shall exercise the vested options in the event of termination or resignation of the Employee;
• The right of an Employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
• The procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
• The grant, vesting and exercise of options in case of Employees who are on long leave; and
• Any other related or incidental matters.

Brief Description of the Scheme is given as under:

a) The total number of options to be granted :

The total number of options that may, in the aggregate, be issued would be such number of options which shall entitle the option holders to acquire in one or more tranches upto 12,00,000 (Twelve Lakhs) equity shares of Rs. 10 each (or such other adjusted figure for any bonus, stock splits or consolidations or other re-organisation of the capital structure of the Company as may be applicable from time to time).

SEBI ESOS Regulations require that in case of any corporate action(s) such as rights issues, bonus issues, merger and sale or division, and others, a fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional Equity Shares are issued by the Company to the Option grantees for making such fair and reasonable adjustment, the above ceiling Shares shall be deemed to be increased to the extent of such additional equity shares issued.

An employee may surrender his/her vested /unvested options at any time during his employment with the company. Any employee willing to surrender his/her options shall communicate the same to the Board or Committee in writing.

Vested options lapsed due to non-exercise, surrender and/or unvested options that gets cancelled due to resignation of Option grantees, surrendered or otherwise, would be available for being re-granted at a future date. The Board is authorized to re-grant such lapsed / cancelled / surrendered options as per the provisions of ESOP-2019.

b) Identification of classes of employees entitled to participate and be beneficiaries in the Scheme :

All permanent employees of the Company working in India or out of India and Directors [including Whole-time Director and Executive Director (member of Board)], excluding promoters and an employee who is a Promoter or a person belonging to the Promoter Group and further excluding a director who either by himself or through his relative or through any Body Corporate, directly or indirectly holds more than 10% of the outstanding equity shares of the Company and excluding Independent Directors as may be decided by the Nomination and Remuneration Committee.

The class of Employees eligible for participating in the Scheme shall be determined on the basis of the grade, number of years' service, performance, role assigned to the employee and such other parameters as may be decided by the Nomination and Remuneration Committee in its sole discretion from time to time.

The options granted to an Employee will not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.

c) Terms of the scheme :

• (1) The Company shall not vary the terms of the schemes in any manner, which may be detrimental to the interests of the Option Grantees; Provided that the company shall be entitled to vary the terms of the schemes to meet any regulatory requirements.
• (2) Subject to the proviso to sub-regulation (1), the company may by special resolution in a general meeting vary the terms of the schemes offered pursuant to an earlier resolution of the general body but not yet exercised by the employee provided such variation is not prejudicial to the interests of the Option Grantees.
• (3) The notice for passing special resolution for variation of terms of the schemes shall disclose full details of the variation, the rationale therefore, and the details of the Option Grantees who are beneficiaries of such variation.
• (4) The Company may re-price the options as the case may be which are not exercised, whether or not they have been vested if the terms of the grants were rendered unattractive due to fall in the price of the shares in the stock market; Provided that the company ensures that such re-pricing shall not be detrimental to the interest of the Option Grantees and specific approval of Board is obtained at meeting of Board and approval of the shareholders in general meeting has been obtained for such re-pricing.

d) Transferability of Employee Stock Options :

• (1) The Options granted to an employee shall not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of the death of the Option Grantee, the right to exercise all the Options granted to him till such date shall be vest in his legal heirs or nominees.
• (2) In the event of resignation or termination of the Option Grantee, all the options which are granted and yet not vested as on that day shall lapse.
• e) Requirements of vesting and period of vesting :

Vesting of options may commence after a period of not less than one year from the date of grant. The vesting may occur in one or more tranches, subject to the terms and conditions of vesting, as stipulated in the ESOP-2019.

Following table shall be applicable in case of various scenarios (during employment) for vesting and exercising:

Sr. No.	Separations	Vested Options	Unvested Options
1	Resignation	All Vested Options as on date of submission of resignation may be exercised by the Option Grantee on or before his last working day with the Company.	All Unvested Options on the date of submission of resignation shall stand cancelled with effect from that date.
2	Termination (With or without cause)	All Vested Options which were not allotted at the time of such termination shall stand cancelled with effect from the date of such termination.	All Unvested Options on the date of such termination shall stand cancelled with effect from the termination date.
3	Retirement or early Retirement approved by the Company	All Vested Options as on date of retirement may be exercised by the Option Grantee within permitted exercise period.	All Unvested Options shall vest as per original vesting schedule and may be exercised by the Option Grantee within permitted exercise period.
4	Death	All Vested Options may be exercised by the Option Grantee's nominee or legal heir immediately after, but in no event later than 12 months from the date of Death.	All the Unvested Options as on the date of death shall vest immediately and may be exercised by the Option Grantee's nominee or legal heir/s within 12 months from the date of Death.
5	Permanent Disability	All Vested Options may be exercised by the Option Grantee or, if the Option Grantee is himself, unable to exercise due to such disability, the nominee or legal heir, immediately after, but in no event later than 12 months from the date of such disability.	All the Unvested Options as on the date of such Permanent Disability shall vest immediately and can be exercised by the Option Grantee or, if the Option Grantee is himself unable to exercise due to such incapacity, the nominee or legal heir immediately after, but in no event later than 12 months from the date of such disability.
6	Abandonment*	All the Vested Options shall stand cancelled.	All the Unvested Options shall stand cancelled.
7	Other reasons apart from those mentioned above	The Committee shall decide whether the Vested Options as on that date can be exercised by the Option Grantee or not, and such decision shall be final.	All Unvested Options on the date of separation shall stand cancelled with effect from that date.

*The Board/ Committee, at its sole discretion shall decide the date of cancellation of Options and such decision shall be binding on all concerned.

f) Maximum period within which the options shall be vested :

The maximum vesting period may extend up to 5 (five) years from the date of grant of options, unless otherwise decided by the Nomination and Remuneration Committee.

g) Exercise price or pricing formula :

Exercise Price means the price at which the Option Grantee is entitled to acquire the equity shares pursuant to the options granted and vested in him/her under the Scheme.

The Exercise Price shall be any price as may be decided by the Committee. In any case, the Exercise Price per Option shall not be less than the face value of shares and it may be different for different class/ classes of Employees falling in the same tranche of grant of Options issued under ESOP– 2019.

h) Exercise period and process of exercise :

The Exercise period shall not be more than 7 years from the date of respective vesting of Options. The options granted may be exercised by the Grantee at one time or at various points of time within the exercise period as determined by the Committee from time to time.

The Vested options shall be exercisable by the employees by a written application (which will include making applications online using any ESOP administration software) to the Company expressing his/ her desire to exercise such options in such manner and on such format as may be prescribed by the Nomination and Remuneration Committee from time to time. The options shall lapse if not exercised within the specified exercise period. The options may also lapse, under certain circumstances even before the expiry of the specified exercise period.

Payment of the Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour of the Company, or by any other payment methods prevalent in RBI recognized banking channels or in such other manner and subject to such procedures as the Board/ Committee may decide.

i) Appraisal Process for determining the eligibility of Employees to the Scheme :

The appraisal process for determining the eligibility of the Employee will be specified by the Nomination and Remuneration Committee and will be based on criteria such as the grade of Employee, length of service, performance record, merit of the Employee, future potential contribution by the Employee and/or by any such criteria that may be determined by the Nomination and Remuneration Committee.

j) Maximum number of options to be issued per Employee and in the aggregate :

The number of Options that may be granted to any specific employee under ESOP-2019 shall not exceed the number of Shares equivalent to 0.75% of the Issued Share Capital of the Company and in aggregate if the prior specific approval from members of the Company through a special resolution to this effect is not obtained.

k) Maximum quantum of benefits to be provided per employee under a Scheme :

The Maximum quantum of benefits underlying the options issued to an eligible employee shall depend upon the Market Price of the shares as on the date of sale of shares arising out of Exercise of options.

l) Certificate from auditors :

The Board of Directors shall at each annual general meeting place before the shareholders a certificate from the auditors of the company that the scheme(s) has been implemented in accordance with the prescribed regulations and in accordance with the resolution of the company in the general meeting.

m) Whether the scheme is to be implemented and administered directly by the Company or through a trust :

The Scheme will be implemented directly by the Company under the guidance of the Nomination and Remuneration Committee of the Board.

n) Whether scheme involves new issue of shares by the Company or Secondary acquisition by the trust :

The Scheme will involve only new issue of shares by the Company.

o) Disclosure and accounting policies :

The Company shall conform to the accounting policies specified by Securities & Exchange Board of India as per the SEBI ESOS Regulations, amended from time to time and relevant Accounting Standard as may be prescribed by the Institute of Chartered Accountants of India (ICAI) from time to time.

p) The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc :

Not Applicable

q) Method of Valuation :

The Company follows fair value method for computing the compensation cost, if any, for the options granted. The company will follow IFRS/ IND AS/ any other requirements for the same.

r) Rights of the option holder :

The employee shall not have right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of option granted to him, till shares are allotted upon exercise of option.

s) Consequence of failure to exercise option :

All unexercised options shall lapse if not exercised on or before the exercised period ends. The amount payable by the employee, if any, at the time of grant of option, -

• (a) may be forfeited by the company if the option is not exercised by the employee within the exercise period; or
• (b) may be refunded to the employee if the options are not vested due to non-fulfilment of conditions relating to vesting of option as per the Scheme.

t) Other terms :

The Board or Nomination and Remuneration Committee shall have the absolute authority to vary, modify or alter the terms of the Scheme in accordance with the regulations and guidelines as prescribed by the Securities and Exchange Board of India or regulations that may be issued by any appropriate authority, from time to time, unless such variation, modification or alteration is detrimental to the interest of the Option Grantees.

The Board or Nomination and Remuneration Committee may, if it deems necessary, modify, change, vary, amend, suspend or terminate the ESOP - 2019, subject to compliance with the Applicable Laws and Regulations.

The shares may be allotted directly to the Option Grantees in accordance with the Scheme and such Scheme may also contain provisions for providing financial assistance to the Employees to enable the Employees to acquire or subscribe to the shares.

As the Scheme would entail further shares to be offered to persons other than existing Members of the Company, consent of the members is sought pursuant to the provisions of section 42 and 62 (1) (b) and all other applicable provisions, if any, of the Companies Act, 2013 and as per the requirement of Clause 6 of the SEBI ESOS Regulations.

None of the Directors and Key Managerial Personnel of the Company including their relatives are interested or concerned in the resolution No. 1 except to the extent of their shareholding entitlements, if any, under the ESOP Scheme.

Your Directors recommend the Resolution set out in Item No. 1 of the Notice for adoption by the Shareholders as Special Resolution.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2011 the outcome of the Board meeting held on 14th February, 2019 is available on the company website www.nitco.com under "Investors Relations".

All documents referred to in the accompanying Notice and the Explanatory Statement would be available for inspection at the Registered Office of the Company between 09.00 am to 06:00 pm on all working days except Saturdays and Sundays.

By Order of the Board of Directors For NITCO LIMITED

Date: 14th February, 2019 Place: Mumbai

Sd/- Puneet Motwani Company Secretary

Registered Office: NITCO HOUSE, Station Road, Kanjur Marg (East) Mumbai – 400042 Tel: +91 22 6616 4555 Fax: +91 22 6616 4657 Email: investorgrievances@nitco.in CIN: L26920MH1966PLC016547 Website: www.nitco.in

POSTAL BALLOT FORM

Name and Registered Address of the sole/first named member :

Name(s) of the joint-holder(s), if any :

Folio No. / DP ID* / Client ID* (*applicable only to members holding equity shares in dematerialised form) :

Number of equity share(s) held :

I / we hereby exercise my / our vote(s) in respect of the following resolution(s) to be passed by means of Postal Ballot for the business stated in the Postal Ballot Notice dated 14th February, 2019, issued by the Company, by conveying my / our assent or dissent to the said resolution(s) by placing a tick mark (*) in the appropriate box below:

Item No.	Description	No. of shares held by Me/us	I/we assent to the resolution (FOR)	I/we dissent from the resolution (AGAINST)
	Special Business :
1.	Nitco Limited Employees' Stock Option Plan 2019 (ESOP 2019) for employees of the Company

Place:

Date:

_______________________________________ (Signature of the Shareholder)

Electronic Voting Sequence Number (EVSN)	User ID	Password
190219004		Existing Password

Notes:

The voting period starts from, 1st March, 2019 (9:00 am IST) and ends on 30th March, 2019 (5:00 pm IST). The voting module shall be disabled by CDSL for voting thereafter.

Please read the instructions for e-voting given along with the Postal Ballot Notice.

INSTRUCTIONS

• 1. If a member exercises voting rights through voting by electronic means (e-voting), the Postal Ballot Form need not be sent to the Company.
• 1. A member desirous for exercising vote by physical Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed postage pre-paid Business Reply Envelope. Postage will be borne by the Company.
• 1. A member may vote through e-voting as per Information and Instructions relating to e-voting provided in the Postal Ballot Notice sent herewith.
• 1. The Postal Ballot Form should be completed and signed by the member as per the specimen signature registered with the Company. In case of joint holding, the same should be completed and signed by the first-named member and in his / her absence, by the next-named member.
• 1. Corporate / Institutional Members (that is, other than Individuals, HUF, NRI, etc.) opting for physical Postal Ballot are also required to send certified true copy of the Board Resolution / Power of Attorney / Authority Letter, etc., together with the attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer along with the Postal Ballot Form.
• 1. The consent must be accorded by recording the assent in the column FOR and dissent in the column AGAINST by placing a tick mark in the appropriate box.

7. The vote(s) of a member will be considered invalid inter alia on any of the following grounds:

• a. Postal Ballot Form other than one issued by the Company is used;
• b. if the member's signature does not tally;
• c. if the member has put a tick mark in both the columns, that is, for Assent and also for Dissent to the resolution in such manner that the aggregate shares voted for Assent and Dissent exceed the total number of shares held;
• d. if the Postal Ballot Form is unsigned, incomplete or incorrectly filled;
• e. if the member has made any amendment to the resolution or imposed any condition while exercising his vote;
• f. if the Postal Ballot Form is received torn or defaced or mutilated;
• g. any competent authority has given directions in writing to the Company to freeze the voting rights of the member.
• 1. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before 5:00 p.m. (IST) on Saturday, 30th March, 2019. If any Postal Ballot Form is received after this date and time, it will be strictly treated as if reply from such member has not been received.

A member may request for a duplicate Postal Ballot Form, if so required, from the Link Intime India Private Limited having its address at: Link Intime India Private Limited C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai- 400 083 Tel: 022 4918 6000, E-mail: rnt.helpdesk@ linkintime.co.in. However, the duly filled-in duplicate Postal Ballot Forms should reach the Scrutinizer not later than 5:00 p.m. (IST) on Saturday, 30th March 2019.

1. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage-prepaid Business Reply Envelopes. Any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not act on the same.