NOCIL Ltd — Proxy Solicitation & Information Statement 2023

Aug 23, 2023

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Date: 23[rd] August, 2023

The Bombay Stock Exchange Limited

“P.J. Towers” Dalal Street, Mumbai-400 001 Scrip Code: 500730

The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai-400 051 Symbol: NOCIL

Dear Sir,

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for dispatch of Notice of Postal Ballot.

Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of Companies (Management & Administration) Rules, 2014, as amended and all other applicable provisions of Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and related General Circulars issued by Ministry of Corporate Affairs ( ‘MCA’ ), please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement for seeking approval of members of Nocil Limited (‘ the Company ’) by passing a special resolution as set out in the Postal Ballot Notice dated 31[st] July, 2023.

Sr. No.	Description of the Resolution
1.	Appointment ofMs. Radhika Haribhaktias an Independent Director of the Company

In compliance with the requisite circulars issued by Ministry of Corporate Affairs , the Notice of the Postal Ballot is being sent by electronic mode on Wednesday , 23[rd] August ,2023 only to those members whose name appeared in the Register of Members/ List of Beneficial Owners maintained by the Company / Depositories as on Friday, 18[th] August , 2023 ( the ‘cut-off date ‘) and whose email addresses are registered with the Company / Depositories . As per the provisions of the MCA circulars, shareholders can vote only through the remote e-voting process. The Remote E-voting commences on Thursday, 24[th] August 2023 at 10:00 a.m. (IST) and concludes on Friday, 22[nd] September 2023 at 5.00 p.m. (IST)

The aforementioned Postal Ballot Notice has been uploaded on the Company’s website viz., www.nocil.com and the same is also available on the website of National Securities Depository Limited (‘NSDL’ ) viz., https://www.evoting.nsdl.com/ , which is engaged for providing the remote e-voting facility.

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We request you to take the above on your records and acknowledge receipt of the same.

Thanking you,

Yours faithfully,

For NOCIL Limited

AMIT Digitally signed by KUNDAN AMIT KUNDAN VYAS Date: 2023.08.23 VYAS 17:12:30 +05'30'

Amit K. Vyas Assistant Vice President (Legal) and Company Secretary

Place: Mumbai

Encl: as above

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POSTAL BALLOT NOTICE

Dear Members,

Notice pursuant to Sections 108 & Section 110 of the Companies Act, 2013, as amended read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014, as amended.

Notice is hereby given pursuant to the provisions of Sections 108 & 110 of the Companies Act 2013, as amended (“ the Act ”) read with Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014, as amended, (“ the Rules ”) read with General Circular No. 14/2020 dated 8[th] April 2020 , General Circular No. 17/2020 dated 13[th] April 2020, General Circular No. 22/2020 dated 15[th] June 2020 , General Circular No. 33/2020 dated 28[th] September 2020, General Circular No. 39/2020 dated 31[st] December 2020 , General Circular No. 10/2021 dated 23[rd] June 2021 and General Circular No. 20/2021 dated 08[th] December 2021 ,General Circular No.03/2022 dated 5[th] May,2022 and General Circular No.11/2022 dated 28[th] December ,2022 respectively issued by the Ministry of Corporate Affairs ( “ MCA’’ ) , and pursuant to Regulation 44 of the Securities & Exchange Board of India ( Listing Obligations and Disclosure requirements ) Regulations , 2015 , including any statutory modification or re-enactment thereof for the time being in force and in accordance with Secretarial Standard -2( “ SS-2’’ ) issued by the Institute of Company Secretaries of India ( “ ICSI ” ), to the effect that the company viz NOCIL Limited (“ the Company’’ ) is seeking approval of the Members by way of a SPECIAL RESOLUTION for the matter as considered in the resolution appended below, through Postal Ballot only by voting through electronic means ( “ remote e-voting ’’ ).

Further, the MCA has, vide the aforementioned Circular dated 13th April 2020, permitted the dispatch of Postal Ballot Notices by email to the shareholders who have registered their email ids with the Company / RTA / Depository Participant / Depository and secure their votes through e- voting.

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice. The Board of Directors of the Company has appointed Mr. P.N. Parikh, (Membership No. FCS 327 CP - 1228) or failing him Mr. Mitesh Dhabliwala, (Membership No. FCS 8331 CP - 9511) or failing him Ms. Sarvari Shah, (Membership Number FCS 9697 CP- 11717) of Parikh & Associates, Practising Company Secretaries as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner.

In compliance with Regulation 44 of the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 108 and other applicable provisions of the Act read with the Rules, the Company is pleased to provide e-voting facility to enable the

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shareholders of the Company to cast their votes electronically, instead of Postal Ballot Form. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing an e-voting facility to all its members.

Members (whether holding shares in demat form or in physical form) desiring to exercise their vote are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice and cast their votes not later than 5:00 p.m. Friday, 22[nd] September ,2023.

The Scrutinizer will submit his report to the Chairman of the Company, or any other Director of the Company as authorized by the Board, if any, upon completion of scrutiny of the votes cast in a fair and transparent manner and the result of the Postal Ballot through e-voting facility will be announced on or before Tuesday , 26[th] September 2023 by 5:00 p.m. at the Company’s Registered Office. The result of the Postal Ballot will also be displayed at the said address and posted on the Company’s website www.nocil.com, besides communicating to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited. The Scrutinizer’s decision on the validity of votes cast will be final.

Special Business:

Appointment of Ms. Radhika Haribhakti (DIN: 02409519) as an Independent Director of the Company:

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

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Rules”) (including any statutory modification(s) or re-enactment thereof), Ms. Radhika Haribhakti (DIN: 02409519) who was appointed by the Board of Directors as an Additional Director designated as an Independent Director of the Company with effect from 1[st] August, 2023 in terms of Section 161 of the Act and Article 157 of the Articles of Association of the Company and who is eligible for appointment as a Director and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company.”

“ FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act, if any, read with Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof), the appointment of Ms. Radhika Haribhakti (DIN: 02409519 ), who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, and who has submitted a declaration to that effect, and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years from 1[st] August, 2023 to 31[st] July, 2028,be and is hereby approved.”

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“ FURTHER RESOLVED THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, desirable and expedient to give effect to this resolution.”

Registered Office : Mafatlal House, H. T. Parekh, Backbay Reclamation, Churchgate, Mumbai – 400 020

Date: 31[st] July 2023 Place: Mumbai

By the Order of the Board For NOCIL Limited

Sd/-

Amit K. Vyas Assistant Vice President (Legal) & Company Secretary FCS: 3766

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Notes:

1. The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules, each as amended, setting out the material facts relating to the aforesaid Resolution and the reasons thereof, is annexed hereto and forms part of this Notice.

2. As per the General Circulars issued by the Ministry of Corporate Affairs (“MCA”) physical copies of this Postal Ballot Notice, Postal Ballot forms and pre -paid Business Reply Envelopes are not being sent to the Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only.

3. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, and related General Circulars issued by the Ministry of Corporate Affairs ( “ MCA ”) the Company is pleased to offer e-voting facility to its Members holding equity shares as on Friday, 18[th] August , 2023 being the cut-off date, to exercise their right to vote electronically on the above resolution.

4. The Company has engaged the services of National Securities Depository Limited (“NSDL ”), for the purpose of providing e-voting facility to all its members. Members desiring to exercise their vote by using e-voting facility are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice.

5. Pursuant to the General Circulars issued by the Ministry of Corporate Affairs (“ MCA ”) , the Notice, together with the documents accompanying the same, is being sent to all the Members electronically by e-mail who have registered their e-mail ids with the Company / Registrar and Transfer Agents/ NDSL/ CDSL, whose names appear in the Register of Members / list of Beneficial Owners as received from NSDL/CDSL as on Friday, 18[th] August , 2023 ( the “ cutoff date ”) .

6. There will be one e-vote for every Folio/Client ID irrespective of the number of joint holders.

7. Voting Rights in the Postal Ballot cannot be exercised by a proxy.

8. The Notice will be displayed on the website of the Company viz., www.nocil.com and on the website of NSDL (https://evoting.nsdl.com) and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed i.e. https://www.bseindia.com/ and https://www.nseindia.com/.

9. The date of completion of sending of the Notice and the Explanatory Statement will be announced through advertisement in the following newspapers: (i) Economic Times (Mumbai edition) in English language; and (ii) Maharashtra Times (Mumbai edition) in Marathi language, having wide circulation in the district where the Registered Office of Company is situated.

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1. The e-voting period commences on Thursday, 24[th] August 2023 at 10:00 a.m. IST and ends on Friday, 22[nd] September 2023 at 5:00 p.m. IST. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the cutoff date i.e., Friday, 18[th] August,2023 are requested to cast their vote electronically. The e-voting module shall be disabled by NSDL for voting on Friday, 22[nd] September 2023 after 5.00 p.m. IST. Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.

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

In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 read with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to the Members a facility to exercise their right to vote on business proposed to be transacted by postal ballot only by electronic means through e-voting services. The facility of casting votes by the members using an electronic voting system (“remote e-voting) will be provided by NSDL. The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication,you will be able to see e-Voting

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services under Value added 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 eVoting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2.	If you are not registered for IDeAS e-Services, option to
	register is available athttps://eservices.nsdl.com. Select
	“Register Online for IDeAS Portal”or click at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.	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 held 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 ore-Voting
	service provider i.e., NSDLand you will be redirected to
	e-Voting website of NSDL for casting your vote during
	the remote e-Voting period.

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

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	Individual Shareholders holding securities in demat mode with CDSL.	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user you’re existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by the company. By clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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	Individual Shareholders (holding securities in demat mode) login through their depository participants.	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see the e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Logintype	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 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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

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

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

5. Your User ID details are given below:

Manner of holding shares i.e., Demat **(NSDLor CDSL) or Physical **	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace

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  - the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name, and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, home page of e-Voting will open.

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

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

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

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

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

4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to nocil.scrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Prajakta Pawle at evoting@nsdl.co.in

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investorcare@nocil.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e., Login method for e Voting for Individual shareholders holding securities in demat mode.

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

2. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Annexure to the Notice

Explanatory Statement as required under Section 102 of the Companies Act, 2013:

The following statement sets out all the material facts relating to the resolution to be passed as mentioned in the accompanying Notice:

Appointment of Ms. Radhika Haribhakti (DIN: 02409519) as an Independent Director

Based on the recommendation of the Nomination & Remuneration Committee (NRC) at its meeting held on 26[th] July ,2023, the Board of Directors at its meeting held on 31[st] July, 2023, appointed Ms. Radhika Haribhakti (DIN: 02409519 as an Additional Director designated as an Independent Director of the Company with effect from 1[st] August, 2023 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (‘the Act’) and Article 157 of the Articles of Association of the Company subject to approval of the members.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing her candidature for the office of Director.

The Company has also received a declaration from her to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Ms. Radhika Haribhakti has also confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties. Ms. Radhika Haribhakti has also confirmed that she is not debarred from holding the office of a director by virtue of any Order passed by SEBI or any such authority. Ms. Radhika Haribhakti is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act. Ms. Radhika Haribhakti has confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

Ms. Radhika Haribhakti has over 30 years of experience in Commercial and Investment Banking with Bank of America, JM Morgan Stanley and DSP Merrill Lynch and RH Financial, and now serves as an Independent Director on multiple Corporate Boards. She is also closely involved with issues of Women Empowerment, Financial Inclusion and CSR. She holds a degree in Commerce and a postgraduate diploma in Management from IIM Ahmedabad.

Ms. Haribhakti serves as an Independent Director on the Boards of Bajaj Finance Ltd, Bajaj Finserv Ltd, EIH Associated Hotels Ltd, ICRA Ltd, Navin Fluorine International Ltd and Torrent Power Ltd. She is a member of several Board committees and Chairs one Audit Committee and two Nomination and Remuneration Committees.

In the opinion of the Board, Ms. Radhika Haribhakti is a person of integrity and her appointment as an Independent Director of the Company would be in the interest of the Company taking into consideration her knowledge, background, and expertise in the commercial, finance, general

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management, domain industry, sales & marketing as required in the context of Company’s business and industry.

In the opinion of the Board, she fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as an Independent Director and is independent of the management of the Company.

As per Sections 149 and 152 of the Act and the Rules framed thereunder, a Director can be appointed with the approval of the Members and as per Regulation 17 of the Listing Regulations, Director can be appointed subject to approval of the Members by way of a special resolution to be obtained at the next General meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the appointment of Ms. Radhika Haribhakti as an Independent Director of the Company.

A copy of draft Letter of Appointment as an Independent Director stating the terms and conditions is available for inspection electronically. Members seeking inspection may send an email to investorcare@nocil.com.

Your directors recommend this resolution for approval of the Members by way of a Special Resolution.

Except Ms. Radhika Haribhakti, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives, is concerned or interested in the Resolution set out in the Notice. Ms. Radhika Haribhakti is not related to any other Director or Key Managerial Personnel of the Company.

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Particulars of the Directorship seeking appointment to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Secretarial Standards- 2 (SS-2).

Sr. No.	Name	Ms. Radhika Haribhakti	Ms. Radhika Haribhakti	Ms. Radhika Haribhakti
1	DIN	02409519
2	Date of Birth	20/12/1957
3	Category/Designation	Independent Director
4	Age	66
5	Date of First Appointment on the Board	1stAugust ,2023 as an Additional Director designated as an Independent Director
6	Qualifications	Ms. Radhika Haribhakti is a Graduate in Commerce from Gujarat University and Postgraduate in Management from the Indian Institute of Management (IIM), Ahmedabad.
7	Experience and expertise in Specific Functional Area	Refer Explanatory Statement
8	Terms & conditions of appointment or re- appointment	Appointment as an Independent Director for a period of 5 years from 1stAugust 2023 to 31stJuly, 2028
9	Details of Remuneration sought to be paid	Eligible for sitting fees and commission, as approved by the Board
10	Details of Remuneration last drawn	N.A.
11	Attendance at Board, Committee & General Meetings held from the date of her appointment and Postal Ballot Notice	Board Meetings	Board Committee Meeting	Annual General Meeting
		N.A.	N.A.	N.A.
12	Number of shares held in the Company, including shareholding as a beneficial owner*	7,200 Shares
13	Directorship held in other listed entities *	- Bajaj Finance Ltd - Bajaj Finserv Ltd - EIH Associated Hotels Ltd

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		- ICRA Ltd - Navin Fluorine International Ltd - Torrent Power Ltd
14	Membership / Chairmanship of Committees*	• Bajaj Finance Limited: Nomination & Remuneration Committee- Chairperson Stakeholder Relationship Committee- Member • Bajaj Finserv Limited: Nomination & Remuneration Committee- Member Stakeholder Relationship Committee- Member • Brookfield India Infrastructure Manager Private Limited: Audit Committee- Chairperson Risk Management Committee - Member Nomination & Remuneration Committee- Member Stakeholder Relationship Committee- Member • EIH Associated Hotels Limited: Audit Committee- Member Risk Management Committee - Member • ICRA Limited: Nomination & Remuneration Committee - Chairperson Audit Committee- Member Risk Management Committee - Member • Navin Fluorine International Limited: Audit Committee- Member Stakeholder Relationship Committee- Member • Torrent Power Limited: Audit Committee- Member Risk Management Committee - Member Nomination & Remuneration Committee- Member

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15	Disclosure of relationship	Ms. Radhika Haribhakti is not related to any Director / Key Managerial Personnel of the Company

* As per disclosures received by the Company.

Registered Office : Mafatlal House, H. T. Parekh, Backbay Reclamation, Churchgate,

Mumbai – 400 020 Date: 31[st] July 2023 Place: Mumbai

By the Order of the Board For NOCIL Limited

Sd/-

Amit K. Vyas Assistant Vice President (Legal) & Company Secretary FCS: 3766

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