Nivi Trading Ltd. — AGM Information 2021

Sep 7, 2021

NIVI TRADING LIMITED

CIN : L99999MH1985PLC036391

Regd. Off. : C/o. United Phosphorus Ltd., Readymoney Terrace, 167, 4[th] Floor, Dr. A.B. Road, Worli, Mumbai - 400 018. Admin. Off. : C/o. Uniphos House, C.D. Marg, 11[th] Road, Opp. Madhu Park, Khar (West), Mumbai - 400 052. Tel Nos.: 61233500 / 26468 000 Fax No.: 2648 7523 Email : nivi.investors@uniphos.com Website : nivionline.com

7[th] September 2021

To, The Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Dear Sir/ Madam,

– REG.: NIVI TRADING LIMITED (Scrip Code 512245)

SUB: Notice of 36[th] Annual General Meeting

We wish to inform you that the 36[th] Annual General Meeting (AGM) of the Company is scheduled to be held on Wednesday, the 29[th] September 2021 at 11.00 A.M. IST at the Registered office of the Company at C/o., United Phosphorus Limited, Readymoney Terrace, 4[th] Floor, 167, Dr. Annie Besant Road, Worli, Mumbai- 400 018 to transact the Ordinary businesses as mentioned in the notice convening the AGM.

In this regard, we are enclosing herewith a copy of the 36[th] AGM NOTICE for your records. Kindly acknowledge the receipt.

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Encl.: as above

NIVI TRADING LIMITED

36[th] Annual General Meeting

Notice

N O T I C E

NOTICE is hereby given that 36[th] Annual General Meeting (AGM) of the members of Nivi Trading Limited will be held on Wednesday, 29[th] September 2021 at 11.00 A.M. IST at the registered office of the Company at C/o. United Phosphorus Limited, Readymoney Terrace, 4[th ] Floor, 167, Dr. Annie Besant Road, Worli, Mumbai-400018, to transact the following business:

ORDINARY BUSINESS:

To consider and, if thought fit, to pass resolution nos. 1 and 2 as Ordinary Resolutions:

1. To consider and adopt the audited financial statement of the Company for the financial year ended 31[st] March 2021 and the reports of the Board of Directors and Auditor thereon:

“ RESOLVED THAT the audited financial statement of the Company for the financial year ended 31[st] March 2021 and the reports of the Board of Directors and Auditor thereon as circulated to the members be and are hereby considered and adopted.”

1. To re-appoint Mrs. Sandra Rajnikant Shroff (DIN: 00189012) as director:

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and relevant regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Sandra Rajnikant Shroff (DIN: 00189012), who retires by rotation at this meeting be and is hereby re-appointed as director liable to retire by rotation.”

NOTES :

Owing to the widespread prevalence of COVID 19 Pandemic, the Company, at its AGM venue, shall follow all the health and safety guidelines as prescribed in the National Directives for COVID 19 Management issued by the Ministry of Home Affairs, Govt. of India. All attendees shall be tested for body temperature upon arrival and provided with a mask and hand sanitizer. Strict Social distancing norms shall be in place as prescribed. ALL MEMEBERS ARE REQUESTED TO STRICTLY ENSURE PROPER DECORUM BY FOLLOWING ALL THE INSTRUCTIONS DISPLAYED AT THE VENUE.

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER. The instrument appointing proxy in order to be effective should be duly stamped, completed and signed and should be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

1. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company on all working days, except Saturdays, between 11.00 A.M. and 1.00 P.M. up to the date of 36[th] Annual General Meeting.

2. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

3. Members/Proxies should bring the Attendance Slip duly filled in for attending the meeting.

4. The Members are requested to kindly send all their correspondence relating to the change of address, transfer of shares, etc. directly to the Company’s Registrar & Transfer Agent – Link Intime India Ltd., Unit: Nivi Trading Limited, C 101, 247 Park, L.B.S. Marg, Vikhroli(West), Mumbai – 400 089, quoting their Folio Number and in case their shares are held in dematerialised form, the intimation of change of address should be passed on to their respective Depository Participants.

5. Members seeking any information with regard to Accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready.

6. Members who have not registered their e-mail addresses so far, are requested to register their e- mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

8. Voting Options

(i) Voting through Electronic Means:

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide members facility to exercise their right to vote at the General Meeting by electronic means i.e. the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the General Meeting (“remote e-voting”) will be provided by Link Intime India Pvt. Ltd.(LIIPL)

The Company has approached Link Intime India Pvt. Ltd. (LIIPL) for providing remote e-voting services through their e-voting platform – Insta Vote . In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in remote e-voting on resolutions placed by the Company on the remote e-Voting system.

The Notice of the 36[th] Annual General Meeting of the Company inter alia indicating the process and manner of remote e-Voting process along with printed Attendance Slip and Proxy Form can be downloaded from the link https://www.nivionline.com/niviagm.html

The remote e-voting period commences on Sunday, 26[th] September 2021 at 9:00 A.M. IST and ends on Tuesday, 28[th] September 2021 at 5:00 P.M. IST. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22[nd] September 2021, may cast their vote by remote e-voting.

The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date i.e. 22[nd] September 2021.

Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. 29[th] September 2021.

The process and manner for remote e-voting are as under:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

• 1) Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only post 9[th] June, 2021.

• 2) Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.

• 3) Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

Type of shareholders Individual Shareholders holding securities in demat mode with NSDL

Login Method

• 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 “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.

• After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with CDSL	• Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL 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 e-Voting service provider i.e. NSDL, KARVY, LINKINTIME, CDSL. Click on e-Voting service provider name to cast your vote. • If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration • Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will beprovided links for the respective ESP where the E Votingis inprogress.
Individual Shareholders (holding securities in demat mode) & login through their depository participants	• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. • Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.
Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in ▶Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - ✓ User ID:Shareholders/ members holding shares inphysical form shall provideEvent No + Folio Number registered with the Company. ✓ 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. ✓ DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) ✓ Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. ✓ Shareholders/ members holding shares inphysical formbut 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”(Yourpassword is nowgenerated).

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘ Submit ’.

3. After successful login, you will be able to see the notification for e-voting. Select ‘ View ’ icon.

4. E-voting page will appear.

5. Refer 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).

6. 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.

7. 4) 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.

• 5) Individual Shareholders holding securities in Physical mode & evoting service Provider is LINKINTIME, have forgotten the 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 shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

Shareholders/ members can set the password of his/her choice by providing the 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.

• 6) Individual Shareholders holding securities in demat mode with NSDL/ CDSL who have forgotten the password:

Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned 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 time till they have voted on the resolution(s) for a particular “Event”.

7) Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 22-23058542-43.

8) Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

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 InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

(ii) Voting at the AGM venue:

The Chairman shall, at the 36[th] Annual General Meeting, at the end of the discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the General Meeting but have not cast their votes by availing the remote e-voting facility.

Please note the following:

• A member may participate in the 36[th] Annual General Meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the General Meeting.

• 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 i.e. 22[nd] September 2021 only shall be entitled to avail the facility of remote e-voting as well as voting at the Annual General Meeting through ballot paper.

• Strict social distancing norms shall be observed by all members present at the AGM while participating in the voting through Ballot Paper at the AGM Venue.

The Board of Directors have appointed Mr. Yogesh V. Thakker , Chartered Accountant (Membership No. 039631), as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.

The Scrutinizer, after the conclusion of voting at the AGM, shall first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the General Meeting, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman who shall countersign the same. The Chairman / a person authorized by him in writing shall declare the result of the voting forthwith.

The results of voting will be declared by the Chairman/a person authorised by the Board and the same alongwith the Scrutinizers Report will be:

• a) Communicated to BSE Limited within 48 hours from the conclusion of the 36[th] AGM

• b) published on the website of the Company https://www.nivionline.com/niviagm.html c) published on the website of LIIPL https://instavote.linkintime.co.in/Result/Resultpage

By Order of the Board of Directors

For NIVI TRADING LTD.

Nikitha Muralidharan Nair Company Secretary (ICSI Membership No. ACS – 41617)

Mumbai 31[st] May 2021

Registered Office:

C/o., United Phosphorus Limited, Readymoney Terrace, 4[th ] Floor, 167, Dr. Annie Besant Road, Worli, Mumbai-400018.

CIN: L99999MH1985PLC036391

A N N E X U R E

Information about Director being re-appointed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Item No. / Resolution No.	2
Name of the Director	Sandra Rajnikant Shroff
Director Identification Number	00189012
Date of joining the Board	2ndMarch 1992
Age	80 years
Qualification	Cambridge – O Level
Brief Resume of the Director	Mrs. Sandra Rajnikant Shroff is a seasoned businesswoman having played a big part in the inception and in the accelerated growth of Indian MNC, UPL Limited for the last 50 years. During this time, she has also been actively involved in the Corporate Social Responsibility activities both in India and abroad.
Nature of expertise in specific functional areas	• General Management • Corporate Social Responsibility • Liaisoning with various authorities
No. of shares held in the Company as on 31/03/2021	50,000 Equity Shares
Names of the listed entities in which the director holds directorship and membership in Committees of the Board	Directorships: 1.Uniphos Enterprises Limited 2.Ventura Guaranty Limited Membership in Committees of the Board: Nil
Relationship with other Directors/KMP	Spouse – Mr. Rajnikant Devidas Shroff Son – Mr. Jaidev Rajnikant Shroff

A T T E N D A N C E S L I P

Nivi Trading Limited

CIN: L99999MH1985PLC036391

Registered Office: C/o. United Phosphorus Ltd., Readymoney Terrace, 167, Dr. A.B. Road, Worli, Mumbai - 400 018.

Email: nivi.investors@upl-ltd.com Website: www.nivionline.com

36[th] ANNUAL GENERAL MEETING

Registered Folio No./ DP ID and Client ID

Name and address of the Member(s) Joint Holder 1 Joint Holder 2

I/We hereby record my/our presence at the 36[th] Annual General Meeting of the Company at the Registered Office of the Company on Wednesday, 29[th] September 2021 at 11.00 A.M. IST.

…………………………………………………………….. ……………………………………………. Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Attention:

• Please bring this Attendance Slip to the AGM and hand it over at the Attendance Verification Counter at the entrance of the meeting hall.

• Collect your Ballot Paper (If not voted through e-voting option)

• PLEASE MAINTAIN SOCIAL DISTANCING.

P R O X Y F O R M – M G T 11

Nivi Trading Limited

CIN: L99999MH1985PLC036391

Registered Office: C/o. United Phosphorus Ltd., Readymoney Terrace, 167, Dr. A.B. Road, Worli, Mumbai - 400 018.

Email: nivi.investors@upl-ltd.com Website: www.nivionline.com

36[th] ANNUAL GENERAL MEETING

Name of the Member(s): Registered Address: Email ID: Folio No./DP ID and Client ID:

I/We being member(s) of Nivi Trading Limited, holding ……………… shares of the Company, hereby appoint:

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1) Name ……………………………………………………………………………..
Address ………………………………………………………………………….
Email Id: …………………………………………………………………………
Signature ………………………………………………………………………. or failing him
2) Name …………………………………………………………………………….
Address …………………………………………………………………………
Email Id: ………………………………………………………………………..
Signature ………………………………………………………………………. or failing him
3) Name …………………………………………………………………………….
Address …………………………………………………………………………
Email Id: ………………………………………………………………………..
Signature ……………………………………………………………………….
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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 36[th] Annual General Meeting of the Company scheduled to be held on Wednesday, 29[th] September 2021 at 11.00 A.M. at the Registered Office of the Company and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.	Resolutions	Resolutions
1.	To consider and adopt the audited financial statement of the Company for the financial year ended 31stMarch 2021 and the reports of the Board of Directors and Auditor thereon
2.	To re-appoint Mrs. Sandra Rajnikant Shroff (DIN: 00189012) as director
Signed this ………………………………………. day of ………………………………. 2021 Signature of the Member ……………………………………………………………………. Signature of Proxy holder(s) ………………………………………………………………… Notes:
		Affix Revenue Stamp

1. This form of proxy in order to be effective, should be duly completed and deposited at the Registered office of the Company, not less than 48 hours before the commencement of the Annual General Meeting.

2. For the Resolutions and Notes, please refer to the Notice of the 36[th] Annual General Meeting.

……………………………………………………………………………………………………………………………………………………………………………………………….

EVEN (E-Voting Event Number) USER ID PASSWORD / PIN NOTE : Please read the instructions printed under the Notes section of the Notice of 36[th] Annual General Meeting dated 29[th] September 2021. The remote e-voting period starts from 9.00 A.M. IST on Sunday, 26[th] September 2021 and ends at 5.00 P.M. IST on Tuesday, 28[th] September 2021. The remote e-voting module shall be disabled by NSDL for voting thereafter.

R O U T E M A P