Onward Technologies Ltd. - AGM Information 2020

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Date: June 22, 2020

To,

Bombay Stock Exchange Limited National Stock Exchange of India Ltd., Phiroz Jeejeebhoy Towers, Plot No. C/1 'G' Block Dalal Street, Mumbai – 400023 Bandra – Kurla Complex Bandra East, Mumbai 400051

Ref: Scrip Code: BSE: 517536 NSE: ONWARDTEC

Sub: Notice of 29[th] Annual General Meeting.

Dear Sir/Madam,

In compliance with SEBI (Listing Obligations and Disclosure Requirements), 2015 please find enclosed hereby the Notice convening 29[th] Annual General Meeting to be held over video conferencing on Thursday, July 16, 2020 at 03:00 pm IST.

This is for your information and records.

Thanking You,

Yours faithfully,

For Onward Technologies Limited

DIMPLE Digitally signed by DIMPLE CHAUHAN CHAUHAN Date: 2020.06.22 18:02:50 +05'30'

Dimple Chauhan Company Secretary

Encl: As above.

2nd floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai 400018. Tel: +91 22 24926570 CIN: L28920MH1991PLC062542 | www.onwardgroup.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Twenty Ninth Annual General Mee� ng of Onward Technologies Limited (the ‘Company’) will be held on Thursday, July 16, 2020 via video conferencing (VC)/Other Audio Visual Means (“OAVM”) at 03.00 P.M. to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt:

a. the Board of Directors and Auditors thereon, and
b. the report of the Auditors thereon.

2. Declara� on of Dividend:

3. Appointment of Director in place of those re� ring:

To appoint a Director in place of Mrs. Prachi Mehta (DIN: 06811085), who re� res by rota� on and being eligible, off ers herself for re-appointment.

SPECIAL BUSINESS

4. To appoint Mr. Subrata Kumar Mitra (DIN: 00029961) as an Independent Director of the Company

Resolu� on:

“RESOLVED THAT, Mr. Subrata Kumar Mitra (DIN: 00029961) who was appointed as an Addi� onal Non-Execu� ve Independent Director of the Company w.e.f. May 15, 2020 by the Board of Directors and who holds offi ce up to the date of this Annual General Mee� ng in terms of Sec� on 161, 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, including any statutory modifi ca� on(s) or re-enactment thereof for the � me being in force and Securi� es and Exchange Board of India (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 and Ar� cle of Associa� on of the Company, and pursuant to the recommenda� on of the Nomina� on & Remunera� on Commi� ee and the Board of Directors, and being eligible, off er himself for appointment, and in respect of whom the Company has received a no� ce in wri� ng under Sec� on 160 (1) of the Act from a Member signifying his inten� on to propose Mr. Subrata Kumar Mitra (DIN: 00029961) candidature for the offi ce of the Director, be and is hereby appointed as a Non-Execu� ve Independent Director of the Company to hold offi ce for 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023” and he is not liable to re� re by rota� on.”

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RESOLVED FURTHER THAT, any of the Directors or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, ma� ers and things as may be considered necessary, desirable or expedient to give eff ect to this resolu� on.”

5. To appoint Mr. Jay Sonawala (DIN: 01401445) as an Independent Director of the Company

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Resolu� on:

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Onward Technologies Limited

No� ce (Contd.)

“RESOLVED THAT, Mr. Jay Sonawala (DIN: 01401445) who was appointed as an Addi� onal Non-Execu� ve Independent Director of the Company w.e.f. May 15, 2020 by the Board of Directors and who holds offi ce up to the date of this Annual General Mee� ng in terms of Sec� on 161, 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, including any statutory modifi ca� on(s) or re-enactment thereof for the � me being in force and Securi� es and Exchange Board of India (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 and Ar� cle of Associa� on of the Company, and pursuant to the recommenda� on of the Nomina� on & Remunera� on Commi� ee and the Board of Directors, and being eligible, off er himself for appointment, and in respect of whom the Company has received a no� ce in wri� ng under Sec� on 160 (1) of the Act from a member signifying his inten� on to propose Mr. Jay Sonawala (DIN: 01401445) candidature for the offi ce of the Director, be and is hereby appointed as a Non-Execu� ve Independent Director of the Company to hold offi ce for 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023 and he is not liable to re� re by rota� on.”

6. To reappoint Mr. Rahul Rathi (DIN: 00966359) for the second term as an Independent Director of the Company, not liable to re� re by rota� on, to hold offi ce for 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023.

resolu� on:

“RESOLVED THAT, pursuant to the provisions of Sec� ons 149, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 read with Schedule IV to the Act and Regula� on 17 and other applicable provisions of the SEBI (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 (including any statutory modifi ca� on(s) or re-enactment thereof for the � me being in force), and Ar� cles of Associa� on of the Company and all other applicable provisions, if any, and pursuant to the recommenda� on of the Nomina� on & Remunera� on Commi� ee and the Board of Directors Mr. Rahul Rathi, who was appointed as an Independent Director of the Company and who holds offi ce � ll the date July 20, 2020 and who has submi� ed a declara� on that he meets the criteria for independence as provided under Sec� on 149(6) of the Act and Regula� on 16(1)(b) of the Securi� es Exchange Board of India (Lis� ng Obliga� on and Disclosure Requirements) Regula� ons, 2015, along with a declara� on under sub-rule (1) of Rule 6 of the Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 and in respect of whom the Company has received a no� ce in wri� ng from a member under Sec� on 160 of the Companies Act, 2013 signifying his inten� on to propose Mr. Rahul Rathi as a candidate for the offi ce of a director of the Company, be and is hereby reappointed as an Independent Director of the Company to hold offi ce for the second term of 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023 and shall not be liable to re� re by rota� on;

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7.
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7. To reappoint Mr. Parish Meghani (DIN: 02106768) for the second term as an Independent Director of the Company, not liable to re� re by rota� on, to hold offi ce for 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023.

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Onward Technologies Limited

No� ce (Contd.)

resolu� on:

“RESOLVED THAT, pursuant to the provisions of Sec� ons 149, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 read with Schedule IV to the Act and Regula� on 17 and other applicable provisions of the SEBI (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 (including any statutory modifi ca� on(s) or re-enactment thereof for the � me being in force), and Ar� cles of Associa� on of the Company and all other applicable provisions, if any, and pursuant to the recommenda� on of the Nomina� on & Remunera� on Commi� ee and the Board of Directors Mr. Parish Meghani (DIN: 02106768) who was appointed as an Independent Director of the Company and who holds offi ce � ll July 20, 2020 and who has submi� ed a declara� on that he meets the criteria for independence as provided under Sec� on 149(6) of the Act and Regula� on 16(1) (b) of the Securi� es Exchange Board of India (Lis� ng Obliga� on and Disclosure Requirements) Regula� ons, 2015, along with a declara� on under sub-rule (1) of Rule 6 of the Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 and in respect of whom the Company has received a no� ce in wri� ng from a member under Sec� on 160 of the Companies Act, 2013 signifying his inten� on to propose Mr. Parish Meghani as a candidate for the offi ce of a director of the Company, be and is hereby reappointed as an Independent Director of the Company to hold offi ce for the second term of 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023 and shall not be liable to re� re by rota� on.

RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, ma� ers and things as may be considered necessary, desirable or expedient to give eff ect to this resolu� on.”

By the order of the Board of Directors

Place: Mumbai Date: May 15, 2020

Sterling Centre, 2nd Floor, Dr. A. B. Road, Worli, Mumbai – 400018.

Harish Mehta Execu� ve Chairman DIN : 00153549

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Onward Technologies Limited

No� ce (Contd.)

Notes:

In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, the Government of India, Ministry of Corporate Aff airs allowed conduc� ng Annual General Mee� ng through video conferencing (VC) or other audio visual means (OAVM) and dispensed personal present of the members at the mee� ng. Accordingly, the Ministry of Corporate Aff airs issued Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 5, 2020 (collec� vely referred to as MCA circulars) , prescribing the procedures and manner of conduc� ng the Annual General Mee� ng through VC/OAVM. In terms of the said Circulars, the 29th Annual General Mee� ng (AGM) of the members be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can a� end and par� cipate in the AGM through VC/OAVM only. The detailed procedure for par� cipa� ng in the mee� ng through VC/OAVM is annexed herewith this no� ce and available at the Company’s website www.onwardgroup.com
Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical a� endance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and A� endance Slip are not annexed to this No� ce.
Members can raise ques� ons during the mee� ng or in advance at rnt.helpdesk@linkin� me.co.in. However, it is requested to raise the queries precisely and in short at the � me of mee� ng to enable to answer the same.
as required under Regula� on 26(4) & Regula� on 36 (3) of the Securi� es and Exchange Board of India (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 and Secretarial Standard on General Mee� ngs issued by the Ins� tute of Company Secretaries of India as approved by the Central Government, also forms part of this No� ce.
Corporate members are requested to send at rnt.helpdesk@linkin� me.co.in before e-vo� ng/ a� ending annual general mee� ng, a duly cer� fi ed copy of the Board Resolu� on authorizing their representa� ve to a� end and vote at the Annual General Mee� ng, pursuant to Sec� on 113 of the Companies Act, 2013.
The register of members and share transfer books of the Company will remain closed from Friday, July 10, 2020 to Thursday, July 16, 2020 (both days inclusive).
the AGM, will be paid within 30 days of declara� on, to those Members whose name appears in the Register of Members of the Company as on the record date, i.e. Thursday, July 09, 2020. Members can submit details with the company for receiving dividend directly in their bank accounts through Electronic Clearing Services (ECS) by wri� ng an email at rnt.helpdesk@linkin� me.co.in In case any Member is unable to submit their details for remi� ance of dividend through ECS, their dividend warrants/cheque shall be dispatched upon normaliza� on of the postal services post COVID-19.
Dividend on equity shares as recommended by the Board of Directors for the year ended March 31, 2020, if approved at the Mee� ng, will be payable to those Members who hold shares:
i. Depository Limited and Central Depository Services (India) Limited as at the close of business hours on Thursday, July 09, 2020.

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ii. transfers in physical form lodged with the Company and / or its registrar and transfer agents on or before Thursday, July 09, 2020.

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Onward Technologies Limited

No� ce (Contd.)

Members who may wish to claim unclaimed dividends are requested to correspond with the Company, at the Company’s registered offi ce or the Registrar and Share Transfer Agents, Link In� me India Pvt. Ltd. Members are requested to note that dividends which not claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, will, as per the provisions of Sec� on 124, Sec� on 125 of the Companies Act, 2013 and rules made thereunder, be transferred to the Investor Educa� on and Protec� on Fund.

The Bank has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on July 25, 2019 (date of last Annual General Mee� ng) on the website of the Company (www.onwardgroup.com) and also on the website of the Ministry of Corporate Aff airs.

Members can avail of the facility of nomina� on in respect of shares held by them in physical form pursuant to the provisions of Sec� on 72 of the Companies Act, 2013. Members desiring to avail this facility may send their nomina� on in the prescribed Form No. SH- 13 duly fi lled, to Link In� me India Pvt. Ltd., Registrar and Transfer Agent of the Company. Members holding shares in electronic form may contact their respec� ve depository par� cipants for availing this facility.
Members are requested to address all correspondence pertaining to their securi� es men� oning either the Folio Number/Client ID or DP ID numbers, as applicable, including any change of address, if any, to the Registrar and Transfer Agent of the Company viz.:

Link In� me India Pvt. Ltd. C 101, 247 Park, L B S Marg, Vikhroli (West),

Mumbai 400 083.

Members seeking any informa� on rela� ng to accounts are requested to write to the Company at info@ onwardgroup.com to enable the management to reply the same suitably.
Scheme is being implemented in accordance with the Securi� es and Exchange Board of India (Share Based Employee Benefi ts) Regula� ons, 2014 and in accordance with the resolu� ons passed by the members in general Mee� ng is available in electronic mode.
Pursuant to Sec� on 101 and Sec� on 136 of the Companies Act, 2013 read with relevant Companies (Management and Administra� on) Rules, 2014, which allows the companies to send documents including annual reports and other in� ma� on by an email. Therefore the are being sent in electronic mode to Members whose e-mail address is registered with the Registrar and Share Transfer Agent of the Company or the Depository Par� cipant(s).

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Members holding shares in physical form who have not registered their email addresses can get the same registered with the company by sending an email to rnt.helpdesk@linkin� me.co.in. and members holding shares in demat form who have not registered their email addresses with the company can get the same registered with their respec� ve depositories NSDL or CDSL as the case may be.

The No� ce and Annual Report 2019-20 will also be available on the Company’s website www.onwardgroup.com websites of the Stock Exchanges i.e. BSE Limited and Na� onal Stock Exchange of India Limited at www.bseindia. com and www.nseindia.com respec� vely, and on the website of NSDL h� ps://www.evo� ng.nsdl.com

Members a� ending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Sec� on 103 of the Act.

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Onward Technologies Limited

No� ce (Contd.)

The Securi� es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par� cipant in securi� es market. Members holding shares in physical form can submit their PAN to the Company / Link In� me India Private Limited.
Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this No� ce.
Instruc� ons for e-vo� ng and joining the AGM are as follows:
A. Remote E-Vo� ng:
- (i) Pursuant to Sec� on 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administra� on) Rules, 2014, as amended and Regula� on 44 of Lis� ng Regula� ons, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolu� ons proposed to be passed at AGM by electronic means. The Members, whose names appear in the Register of Members / list of Benefi cial Owners as on July 09, 2020, i.e. the date prior to the commencement of book closure, being the cut-off date, are en� tled to vote on the Resolu� ons set forth in this No� ce. Members may cast their votes on electronic vo� ng system from any place other than the venue of the mee� ng (remote e-vo� ng). The remote e-vo� ng period will commence at 9.00 Hours (IST) on Thursday, July 13, 2020 and will end at 17.00 Hours (IST) on Wednesday, July 15, 2020. In addi� on, the facility for vo� ng through electronic vo� ng system shall also be made available at the AGM and the Members a� ending the AGM who have not cast their vote by remote e-vo� ng shall be eligible to vote at the AGM.
- (ii) Mr. Nilesh A. Pradhan [Membership Number: FCS 5445; CP Number: 3659] and failing him Ms. Prajakta V.Padhye [Membership Number: FCS 7478; CP Number: 7891 , ] of M/s. Nilesh A. Pradhan & Co.,LLP Company Secretaries [Address: B-201, Pra� k Industrial Estate, Mulund Goregaon Link Road, Next to For� s Hospital, Nahur (West), Mumbai-400078 ] has been appointed as the scru� nizer to scru� nize the vo� ng during the AGM and remote e-vo� ng process in a fair and transparent manner.

The Members desiring to vote through remote e-vo� ng are requested to refer to the detailed procedure given below . Members whose email ids are not registered with the depositories for procuring user id and password and registra� on of email ids for e-vo� ng for the resolu� ons are requested to refer the instruc� ons provided.

(iii) The Members who have cast their vote by remote e-vo� ng prior to the AGM may also a� end/ par� cipate in the AGM through VC / OAVM but shall not be en� tled to cast their vote again.

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(iv) Members who are present in mee� ng through video conferencing facility and have not casted their vote on resolu� ons through remote e-vo� ng, shall be allowed to vote through e-vo� ng system during the mee� ng.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

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The remote e-vo� ng period begins on July 13, 2020 at 09:00 A.M. and ends on July 15, 2020 at 05:00 P.M. The remote e-vo� ng module shall be disabled by NSDL for vo� ng therea� er.

How do I vote electronically using NSDL e-Vo� ng system?

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Onward Technologies Limited

No� ce (Contd.)

The way to vote electronically on NSDL e-Vo� ng system consists of “Two Steps” which are men� oned below:

Step 1: Log-in to NSDL e-Vo� ng system at h� ps://www.evo� ng.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Vo� ng system.

Details on Step 1 is men� oned below:

How to Log-in to NSDL e-Vo� ng website?

Visit the e-Vo� ng website of NSDL. Open web browser by typing the following URL: h� ps://www.evo� ng.nsdl. com/ either on a Personal Computer or on a mobile.
Once the home page of e-Vo� ng system is launched, click on the icon “Login” which is available under ‘Shareholders’ sec� on.
the screen.

Alterna� vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h� ps://eservices.nsdl.com/ with your exis� ng IDEAS login. Once you log-in to NSDL eservices a� er using your log-in creden� als, click on e-Vo� ng and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or 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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benef ciary ID For example if your Benef ciary 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

Your password details are given below:

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a) If you are already registered for e-Vo� ng, then you can use your exis� ng password to login and cast your vote.
b) was communicated to you. Once you retrieve your ‘ini� al password’, you need to enter the ‘ini� al password’ and the system will force you to change your password.
c) How to retrieve your ‘ini� al password’?
(i) If your email ID is registered in your demat account or with the company, your ‘ini� al password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a� achment i.e. a .pdf fi le. Open the .pdf fi le. The password to open the .pdf fi le 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 fi le contains your ‘User ID’ and your ‘ini� al password’.

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Onward Technologies Limited

No� ce (Contd.)

  - (ii) If your email ID is not registered, your ‘ini� al password’ is communicated to you on your postal address.

If you are unable to retrieve or have not received the “ Ini� al password” or have forgo� en your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) op� on available on www.evo� ng.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) op� on available on www. evo� ng.nsdl.com.
c) If you are s� ll unable to get the password by aforesaid two op� ons, you can send a request at evo� ng@ nsdl.co.in men� oning your demat account number/folio number, your PAN,your name and your registered address.
A� er entering your password, � ck on Agree to “Terms and Condi� ons” by selec� ng on the check box.
Now, you will have to click on “Login” bu� on.
A� er you click on the “Login” bu� on, Home page of e-Vo� ng will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Vo� ng system?

A� er successful login at Step 1, you will be able to see the Home page of e-Vo� ng. Click on e-Vo� ng. Then, click on Ac� ve Vo� ng Cycles.
A� er click on Ac� ve Vo� ng Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo� ng cycle is in ac� ve status.
Select “EVEN” of company for which you wish to cast your vote.
Now you are ready for e-Vo� ng as the Vo� ng page opens.
Cast your vote by selec� ng appropriate op� ons 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 “Confi rm” when prompted.

General Guidelines for shareholders

Ins� tu� onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolu� on/ Authority le� er etc. with a� ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru� nizer by e-mail to [email protected] with a copy marked to evo� [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi den� al. Login to the e-vo� ng website will be disabled upon fi ve unsuccessful a� empts 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?” op� on available on www.evo� ng.nsdl.com to reset the password.

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Onward Technologies Limited

No� ce (Contd.)

In case of any queries, you may refer the Frequently Asked Ques� ons (FAQs) for Shareholders and e-vo� ng user manual for Shareholders available at the download sec� on of www.evo� ng.nsdl.com or call on toll free no.: 1800222-990 or send a request to Ms. Sarita Mote (Assistant Manager) at evo� [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra� on of e mail ids for e-vo� ng for the resolu� ons set out in this no� ce :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer� fi cate (front and back), PAN (self a� ested scanned copy of PAN card), AADHAR (self a� ested scanned copy of Aadhar Card) by email to rnt.helpdesk@linkin� me.co.in

Name, client master or copy of Consolidated Account statement, PAN (self a� ested scanned copy of PAN card), AADHAR (self a� ested scanned copy of Aadhar Card) to rnt.helpdesk@linkin� me.co.in

B. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM

The procedure for e-Vo� ng on the day of the AGM is same as the instruc� ons men� oned above for remote e-vo� ng.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu� ons through remote e-Vo� ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo� ng system in the AGM.
Members who have voted through Remote e-Vo� ng will be eligible to a� end the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Vo� ng on the day of the AGM shall be the same person men� oned for Remote e-vo� ng.

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

Member will be provided with a facility to a� end the AGM through VC/OAVM through the NSDL e-Vo� ng system. Members may access the same at h� ps://www.evo� ng.nsdl.com under shareholders/members login by using the remote e-vo� ng creden� als. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo� ng or have forgo� en the User ID and Password may retrieve the same by following the remote e-Vo� ng instruc� ons men� oned in the no� ce to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Vo� ng system of NSDL.

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limited and will be closed on expiry of 15 minutes from the schedule � me of the AGM. However, the par� cipa� on of members holding 2% or more is not restricted on fi rst come fi rst serve basis. Members can login and join 15 (fi � een) minutes prior to the schedule � me of mee� ng and window for joining shall be kept open � ll the expiry of 15 (fi � een) minutes a� er the schedule � me. Par� cipa� on is restricted upto 1000 members only.

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Members are encouraged to join the Mee� ng through Laptops for be� er experience.

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Onward Technologies Limited

No� ce (Contd.)

Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee� ng.
Please note that Par� cipants Connec� ng from Mobile Devices or Tablets or through Laptop connec� ng via Mobile Hotspot may experience Audio/Video loss due to Fluctua� on in their respec� ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec� on to mi� gate any kind of aforesaid glitches.
Shareholders who would like to express their views/have ques� ons may send their ques� ons in advance men� oning their name demat account number/folio number, email id, mobile number at rnt.helpdesk@linkin� me.co.in. The same will be replied by the company suitably.

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Onward Technologies Limited

No� ce (Contd.)

Explanatory Statement to the Ordinary Businesses:

ADDITIONAL INFORMATION ON DIRECTORS BEING APPOINTED / RE-APPOINTED AS REQUIRED UNDER REGULATION 26(4) & REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

Par� culars	Mrs. Prachi Mehta
Director Iden� f ca� on Number	06811085
Father’s Name	Mr. Harish Mehta
Date of Birth	October 03, 1978
Date of Appointment on Board	March 27, 2015
Brief Resume including experience and qualif ca� on	She is a Master in Adver� sing and Marke� ng from the Leeds Business School in U.K. along with a Diploma in the func� onality in Internet Technologies. She has a rich and varied experience of over 15 years as dedicated employee and a budding entrepreneur.
Exper� se in Specif c Func� onal Area	General Management
Directorships held in other Companies	1. Desai Finwealth Investments and Securi� es Pvt. Ltd. 2. Onward Network Technologies Private Limited 3. Onward So� ware Technologies Private Limited 4. Onward Proper� es Private Limited (applied for Fast track Exit under Sec� on 248 of Companies Act,2013)
Memberships/Chairmanships of Commi� ees in other Companies	None
Shareholdingin Companyas on May15,2020	146,502 equityshares
Number of Board mee� ngs a� ended during the year	4/4 Details of her a� endance in the Board/Commi� ee mee� ngs are provided in the Corporate Governance Report forming part of Annual Report for FY 2019-20.
Terms and condi� ons of appointment or re- appointment	Non-Execu� ve Non-Independent Director liable to re� re by rota� on
Remunera� on last drawn	Si� ng fees as disclosed in report on corporate governance forming part of Annual Report for FY 2019-20.
Rela� onship with other Directors or Key Managerial Personnel of the Company	Mrs. Prachi Mehta is daughter of Mr. Harish Mehta, Execu� ve Chairman of the Company and sister of Mr. Jigar Mehta, ManagingDirector of the Company.

Onward Technologies Limited

No� ce (Contd.)

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

Item 4:

The Board of Directors (based on the recommenda� on of Nomina� on and Remunera� on Commi� ee) had appointed Mr. Subrata Kumar Mitra (DIN: 00029961) as an Addi� onal Director w.e.f May 15, 2020.

In terms of Sec� on 161(1) of the Companies Act, 2013 read with Ar� cles of Associa� on of the Company, Mr. S.K. Mitra holds offi ce as an Addi� onal Non-Execu� ve Independent Director only up to the date of the forthcoming Annual General Mee� ng. Mr. S.K. Mitra, being eligible has off ered himself for appointment as a Non-Execu� ve Independent Director.

The Company has received no� ce in wri� ng under the provisions of Sec� on 160 of the Act, from a member proposing the candidature of Mr. S.K. Mitra, for the offi ce of Independent Director, to be appointed as such under the provisions of Sec� on 149 of the Act. Since his appointment as an Independent Director has been recommended by the Nomina� on and Remunera� on Commi� ee, the provision regarding deposit of 1,00,000/- under Sec� on 160 of the Act is not applicable.

The Board of Directors is of the opinion that Mr. S.K. Mitra’s vast knowledge and varied experience will be of great value to the Company and has recommended the Resolu� on at Item No. 4 of this No� ce rela� ng to his appointment as an Independent Director being Non Execu� ve not liable to re� re by rota� on for your approval.

Mr. S.K. Mitra’s aged 72 years, Indian Na� onal holds MSc. from Calcu� a University and has completed his MBA from USA. Mr. SK Mitra has over 43 year of professional experience. Currently, he is on Board of Directors and Commi� ees of several reputed companies in diverse industries as an independent Director. He is also an Advisor to a large interna� onal bank and few PE fi rms and Start Up fi rms. He is a nominee director on Board of companies on behalf of PE fi rms.

Mr. S.K. Mitra is associated with several interna� onal and domes� c NGOs, Commi� ees and Chambers in India. Regular contributor of ar� cles in reputed domes� c and interna� onal fi nancial publica� ons and have delivered talks in domes� c and interna� onal forums. Currently, India Correspondent for Asia Asset Management, Hong Kong

diff eren� al business strategies for rapid growth, to develop and manage rela� onship with foreign mul� na� onal investors and in dealing with regulators. His forever top priori� es were Risk Management and Transparency.

Besides this he also had advisor in Standard Chartered, head of corporate and Investment banking Head in American Express along with major contribu� ons in GIC Mutual Fund GICMF was one of the fi rst fund houses in the country to enter into a joint venture with a foreign partner. In June 1994, he joined the Aditya Birla Group as Director, Financial Services and was responsible for se� ng up the highly respected and successful fi nancial services ac� vi� es for the Group. He was also on the Board of Aditya Birla Management Corpora� on Ltd, the supervisory Board of the Group.

Except Mr. S.K. Mitra, none of the other Directors / Key Managerial Personnel of the Company / their rela� ves are, in any way, concerned or interested, fi nancially or otherwise, in the said resolu� on.

years on the Board and shall be eligible for reappointment on passing a special resolu� on by the company and disclosure of such appointment in its Board’s report. Sec� on 149(11) provides that an independent director may hold offi ce for up to two consecu� ve terms of Five years each.

Director as per the statutory requirements and possesses appropriate skills, experience and knowledge Therefore, the Board recommends Item no. 4 for the approval of the Members as Special Resolu� on to appoint Mr. S.K. Mitra as an

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Onward Technologies Limited

No� ce (Contd.)

by rota� on.

A dra� copy of the le� er of appointment of Mr. S.K. Mitra as an Independent Director of the Company se� ng out the terms and condi� ons of his appointment is available for inspec� on by the Members without any fee at the Company’s Registered Offi ce. The same is uploaded on the Company’s website.

Item No. 5

The Board of Directors based on the recommenda� on of Nomina� on and Remunera� on Commi� ee had appointed Mr. Jay Sonawala (DIN: 01401445) as an Addi� onal Director w.e.f May 15, 2020.

In terms of Sec� on 161(1) of the Companies Act, 2013 read with Ar� cles of Associa� on of the Company, Mr. Jay Sonawala holds offi ce as an Addi� onal Non-Execu� ve Independent Director only up to the date of the forthcoming Annual General Mee� ng. Mr. Jay Sonawala being eligible has off ered himself for appointment as a Non-Execu� ve Independent Director.

The Company has received no� ce in wri� ng under the provisions of Sec� on 160 of the Act, from a member proposing the candidature of Mr. Jay Sonawala for the offi ce of Independent Director, to be appointed as such under the provisions of Sec� on 149 of the Act. Since his appointment as an Independent Director has been recommended by the Nomina� on and Remunera� on Commi� ee, the provision regarding deposit of Rs. 1,00,000/- under Sec� on 160 of the Act is not applicable.

The Board of Directors is of the opinion that Mr. Jay Sonawala's vast knowledge and varied experience will be of great value to the Company and has recommended the Resolu� on at Item No. 5 of this No� ce rela� ng to his appointment as an Independent Director being Non Execu� ve not liable to re� re by rota� on for your approval.

Jay Sonawala is a veteran banker, having worked in HDFC Bank, India’s largest private sector bank for over 2 decades. Having completed his Bachelor in Commerce from Mumbai’s Sydenham College of Commerce and Economics and his Masters in Business from NMIMS Ins� tute, he is currently an Execu� ve Vice President of the Corporate Bank in HDFC Bank. He has performed several roles in the Bank across ci� es on the wholesale banking side and has worked on both the asset and liability side of the balance sheet. Jay is an ac� ve social ci� zen and serves as a trustee on the family trust which caters to the educa� onal requirements of the adivasi girl child.

Except Mr. Jay Sonawala none of the other Directors / Key Managerial Personnel of the Company / their rela� ves are, in any way, concerned or interested, fi nancially or otherwise, in the said resolu� on.

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Director as per the statutory requirements and possesses appropriate skills, experience and knowledge Therefore, the Board recommends Item no. 5 for the approval of the Members as Special Resolu� on to appoint Mr. Jay Sonawala as an Independent Director of the Company for a period of 3 (Three) consecu� ve years in the fi rst term and not liable to re� re by rota� on.

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A dra� copy of the le� er of appointment of Mr. Jay Sonawala as an Independent Director of the Company se� ng out the terms and condi� ons of his appointment is available for inspec� on by the Members without any fee at the Company’s Registered Offi ce. The same is uploaded on the Company’s website.

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Onward Technologies Limited

No� ce (Contd.)

Item 6

Mr. Rahul Rathi (DIN: 00966359) was appointed as an Independent Director of the Company pursuant to Sec� on 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 and Regula� on 16(1)(b) of the Lis� ng Regula� ons, by the Shareholders at the Annual General Mee� ng held on July 21, 2017 to hold offi ce upto July 20, 2020 (“fi rst term” as per the explana� on to Sec� on 149(10) and 149(11) of the Act.).

The Nomina� on & Remunera� on Commi� ee at its Mee� ng held on May 15, 2020 a� er taking into account the performance evalua� on of Mr. Rathi, during his fi rst term of three years and considering the knowledge, acumen, exper� se and experience in his fi eld and the substan� al contribu� on made by him during his tenure as an Independent Director since his appointment, has recommended to the Board that con� nued associa� on of Mr. Rathi as an Independent would be in the interest of the Company.

Based on the above, the Nomina� on & Remunera� on Commi� ee and the Board has recommended the re-appointment of Mr. Rathi as an Independent Directors on the Board of the Company, to hold offi ce for the second term of Three consecu� ve years commencing from July 21, 2020 upto July 20, 2023 and not liable to re� re by rota� on.

The Company has received no� ce in wri� ng under the provisions of Sec� on 160 of the Act, from a member proposing the candidature of Mr. Rathi for the offi ce of Independent Director, to be appointed as such under the provisions of Sec� on 149 of the Act. Since his appointment as an Independent Director has been recommended by the Nomina� on and Governance Commi� ee, the provision regarding deposit Rs. 100,000/- under Sec� on 160 of the Act in not applicable .

The Company has received a no� ce in wri� ng pursuant to Sec� on 160 of the Companies Act, 2013 from a Member proposing the candidature of Mr. Rathi for his re-appointment to the offi ce of Independent Director.

Mr. Rahul Rathi is currently the Chairman and Fund Manager at CapMetrics Investment Advisors (Purnartha) Private Limited. Purnartha is a SEBI registered advisory fi rm with 1500+ clients. Purnartha advises clients based on a proprietary framework that Rahul has built using thirty plus years of data. Rahul is an ac� ve contributor in society and is a trustee of Pune Blind Mens Associa� on as well as Laxminarayan Devasthan Trust. He has a Master’s degree in Industrial Administra� on from Carnegie Mellon University (USA) and a Polymer Engineering degree from the University of Pune.

Informa� on as required under SEBI (Lis� ng Obliga� ons and Disclosure Requirements) Regula� ons, 2015 also forms part of this No� ce.

Except for Mr. Rahul Rathi, to whom the resolu� on relates, or his rela� ves, none of the Directors and Key Managerial Personnel of the Company or their rela� ves are concerned or interested, fi nancially or otherwise, in this resolu� on set out at item number 6.

Item 7

Mr. Parish Meghani (DIN: 02106768) was appointed as an Independent Director of the Company pursuant to Sec� on 149 of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Qualifi ca� on of Directors) Rules, 2014 and Regula� on 16(1)(b) of the Lis� ng Regula� ons, by the Shareholders at the Annual General Mee� ng held on July 21, 2017 to hold offi ce upto July 20, 2020 (“fi rst term” as per the explana� on to Sec� on 149(10) and 149(11) of the Act.).

The Nomina� on & Remunera� on Commi� ee at its Mee� ng held on May 15, 2020 a� er taking into account the performance evalua� on of Mr. Meghani, during his fi rst term of three years and considering the knowledge, acumen, exper� se and experience in his fi eld and the substan� al contribu� on made by him during his tenure as an Independent Director since his appointment, has recommended to the Board that con� nued associa� on of Mr. Meghani as an Independent would be in the interest of the Company.

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Onward Technologies Limited

No� ce (Contd.)

Based on the above, the Nomina� on & Remunera� on Commi� ee and the Board has recommended the re-appointment of Mr. Meghani as an Independent Directors on the Board of the Company, to hold offi ce for the second term of Three consecu� ve years commencing from July 21, 2020 upto July 20, 2023 and not liable to re� re by rota� on.

The Company has received no� ce in wri� ng under the provisions of Sec� on 160 of the Act, from a member proposing the candidature of Mr. Rathi for the offi ce of Independent Director, to be appointed as such under the provisions of Sec� on 149 of the Act. Since his appointment as an Independent Director has been recommended by the Nomina� on and Governance Commi� ee, the provision regarding deposit of Rs. 100,000/- under Sec� on 160 of the Act is not applicable.

The Company has received a no� ce in wri� ng pursuant to Sec� on 160 of the Companies Act, 2013 from a Member proposing the candidature of Mr. Meghani for his re-appointment to the offi ce of Independent Director.

Mr. Parish Meghani is ac� vely involved in three areas; an auto-ancillary manufacturing business, a real estate business and equity investments. He has prior experience of running an IT fi rm that specialized in data security products. He has done his Produc� on Engineering from Mumbai & holds an MBA with a Finance concentra� on from Bentley College, MA (USA).

Except for Mr. Parish Meghani, to whom the resolu� on relates, or his rela� ves, none of the Directors and Key Managerial Personnel of the Company or their rela� ves are concerned or interested, fi nancially or otherwise, in this resolu� on set out at item number 7.

ADDITIONAL INFORMATION ON DIRECTORS BEING APPOINTED / RE-APPOINTED AS REQUIRED UNDER REGULATION 26(4) & REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

Par� culars	Mr. Subrata Kumar Mitra	Mr. Jay Sonawala	Mr. Rahul Rathi	Mr. Parish Meghani
Director Iden� f ca� on Number	00029961	01401445	00966359	02106768
Father’s Name	Mr. A� ndra Kumar Mitra	Mr. Ni� n Kan� lal Sonawala	Mr. Ram Kumar Rathi	Mr. Arun Meghani
Date of Birth/Age	July 16, 1948, 72years	July 13, 1976, 44years	December 14, 1972, 48years	July 31, 1973, 47years
Date of Appointment on board	May 15, 2020	May 15, 2020	April 24, 2017	May 10, 2017
Brief Resume including experience and qualif ca� on	M.Sc, (Calcu� a University)- 1970 MBA, USA -1977 Experience: 43 years	B.Com (Mumbai’s Sydenham College of Commerce and Economics) MBA (NMIMS Ins� tute)	Master degree inIndustrial Administra� on from Carneige Mellon University, USA Polymer engineering degree from Universityof Pune.	Produc� on Engineer MBA with f nance concentra� on, Bentley College, Waltham MA, USA

No� ce (Contd.)

Par� culars	Mr. Subrata Kumar Mitra	Mr. Jay Sonawala	Mr. Rahul Rathi	Mr. Parish Meghani
Exper� se in Specif c Func� onal Area	Please refer item no 4 to the explanatory statement of the no� ce calling AGM.	Please refer item no 5 to the explanatory statement of the no� ce calling AGM.	Please refer item no 6 to the explanatory statement of the no� ce calling AGM.	Please refer item no 7 to the explanatory statement of the no� ce calling AGM.
Directorships held in other Companies	Centrum Capital Limited. Cheminova India Limited Asirvad Micro Finance Limited L&T Mutual Fund Trustee Limited North Karnataka Expressway Limited Robocash Private Limited	Delicioso Gourmet Foods Private Limited	Bangalore Spokes Private Limited Onward eServices Limited	Capital Metrics and Risk Solu� ons Private Limited Plas� bend India Limited Rathi Techservices Private Limited
Memberships/ Chairmanships of Commi� ees in other Companies	Cheminova India Limited- Member in ACM, CSR and NRC	Nil	Nil	Nil
Shareholding in Company as on May 15,2020	Nil	Nil	215,918	Nil
Number of Board mee� ngs a� ended during the year	Not applicable, as he is appointed with ef ect from May 15, 2020.	Not applicable, as he is appointed with ef ect from May 15, 2020.	4 (Four)	2 (Two)
Shareholding in the Company of the spouse and immediate rela� ves of the Director	Nil	NIL	NIL	NIL
Tenure and term of appointment	First term, 3 Years	First term, 3 Years	Second term, 3 Years	Second term, 3 Years
Terms and condi� ons of appointment.	Non-Execu� ve Independent Director not liable to re� re by rota� on	Non-Execu� ve Independent Director not liable to re� re by rota� on	Non-Execu� ve Independent Director not liable to re� re by rota� on	Non-Execu� ve Independent Director not liable to re� re by rota� on

No� ce (Contd.)

Par� culars	Mr. Subrata Kumar Mitra	Mr. Jay Sonawala	Mr. Rahul Rathi	Mr. Parish Meghani
Remunera� on Proposed	Shall be eligible for the following: a) Si� ng fees for a� ending mee� ngs of the Board or commi� ee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for par� cipa� on in the Board and other mee� ngs;	Shall be eligible for the following: a) Si� ng fees for a� ending mee� ngs of the Board or commi� ee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for par� cipa� on in the Board and other mee� ngs;	Shall be eligible for the following: a) Si� ng fees for a� ending mee� ngs of the Board or commi� ee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for par� cipa� on in the Board and other mee� ngs;	Shall be eligible for the following: a) Si� ng fees for a� ending mee� ngs of the Board or commi� ee thereof or for any other purpose whatsoever as may be decided by the Board; b) Reimbursement of expenses for par� cipa� on in the Board and other mee� ngs;
Rela� onship with other Directors or Key Managerial Personnel of the Company	NA	NA	NA	NA

By the order of the Board of Directors

Place: Mumbai Date: May15, 2020

Sterling Centre, 2nd Floor, Dr. A. B. Road, Worli, Mumbai – 400018.

Harish Mehta Execu� ve Chairman

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Onward Technologies Limited

Notes

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Onward Technologies Limited

AI assistant

Onward Technologies Ltd. — AGM Information 2020

60726_rns_2020-06-22_03b0fa73-f5d2-42f0-937b-a4b5d3e0d681.pdf

To,

Ref: Scrip Code: BSE: 517536 NSE: ONWARDTEC

Sub: Notice of 29[th] Annual General Meeting.

For Onward Technologies Limited

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

1. To consider and adopt:

2. Declara� on of Dividend:

3. Appointment of Director in place of those re� ring:

SPECIAL BUSINESS

4. To appoint Mr. Subrata Kumar Mitra (DIN: 00029961) as an Independent Director of the Company

5. To appoint Mr. Jay Sonawala (DIN: 01401445) as an Independent Director of the Company

No� ce (Contd.)

6. To reappoint Mr. Rahul Rathi (DIN: 00966359) for the second term as an Independent Director of the Company, not liable to re� re by rota� on, to hold offi ce for 3 (Three) consecu� ve years commencing from July 21, 2020 upto July 20, 2023.

No� ce (Contd.)

No� ce (Contd.)

Notes:

No� ce (Contd.)

No� ce (Contd.)

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

No� ce (Contd.)

Step 1: Log-in to NSDL e-Vo� ng system at h� ps://www.evo� ng.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Vo� ng system.

Details on Step 1 is men� oned below:

How to Log-in to NSDL e-Vo� ng website?

No� ce (Contd.)

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Vo� ng system?

General Guidelines for shareholders

No� ce (Contd.)

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registra� on of e mail ids for e-vo� ng for the resolu� ons set out in this no� ce :

B. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM

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

No� ce (Contd.)

Explanatory Statement to the Ordinary Businesses:

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

Item 4:

No� ce (Contd.)

Item No. 5

Item 6

Item 7

No� ce (Contd.)

By the order of the Board of Directors

Notes

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Onward Technologies Ltd. AGM Information 2020