Paradeep Phosphates Limited — Proxy Solicitation & Information Statement 2022

Jul 7, 2022

PPL/POSTALBALLOT/2022

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July 07, 2022

National Stock Exchange of BSE Limited, India Limited Floor 25, Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, MUMBAI - 400 001 Bandra (E) MUMBAI - 400 051

Dear Sir/Madam,

Company's Scrip Code in BSE : 543530 Company’s Symbol in NSE : PARADEEP ISIN : INE088F01024

Sub: Postal Ballot Notice - Disclosure under Reg 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015

Please find enclosed herewith a copy of Postal Ballot Notice pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, which is being sent to the Members of the Company for seeking their approval by remote e-voting process ("e-voting") for below mentioned business:

• Appointment of Mr. Subhrakant Panda as an Independent Director

Pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder read with General Circulars No.14/2020 dated April 08, 2020, No. 17 /2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 08, 2021 and No. 3/2022 dated May 05, 2022 ("MCA Circulars") issued by Ministry of Corporate Affairs and SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, if any, the Notice is being sent only by email to all its members who have registered their email addresses with the Company or depository(ies)/ depository participants/ Link Intime India Private Limited (STA) and whose names are recorded in the Register of Members/ Beneficial owners of the Company as on the Cut-off date i.e. June 24, 2022.

The members who have not yet registered their email ids, are hereby requested to register their email ids through respective Depository Participants (DPs).

The Company .has engaged the services of Link Intime India Private Limited (LIIPL) to provide e- voting facility to its members. The e-voting shall commence on July 09, 2022 at 10.00 A.M. (IST) and end on August 07, 2022 at 5.00 P.M. (IST). The e-voting facility shall be disabled by LIIPL thereafter. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the Company as on the Cut-off date i.e. June 24, 2022.

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com

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The resolutions, if passed by requisite majority, shall be deemed to have been passed on August 07, 2022 i.e. last day of the e- voting period.

The result of the e-voting by Postal Ballot will be announced on or before August 09, 2022 by 5.00.P.M. (IST)

The Postal ballot Notice is uploaded on the website of the Company at www.paradeepphosphates.com

Please take the above information on record.

Thanking you,

Yours faithfully,

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Encl: As above

PARADEEP PHOSPHATES LIMITED

CIN No.: L24129OR1981PLC001020 Bayan Bhawan, Pandit J N Marg, Bhubaneswar - 751001 Tel: +0674 666 6100 Fax: +0674 2392631 www.paradeepphosphates.com

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CIN: L24129OR1981PLC001020 Registered Office: 5[th] Floor, Orissa State Handloom Weavers' Co-Operative Building, Pandit J N Marg, Bhubaneswar – 751 001 Tel: 0674 666 6100, E-mail: cs.ppl@adventz.com, Website: www.paradeepphosphates.com

NOTICE OF POSTAL BALLOT

[ Pursuant to Section 110 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014]

To The Members,

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any amendment(s), statutory modifications or reenactment thereof for the time being in force), read with the General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular 22/2020 dated June 15, 2020 and General Circular No. 33/2020 dated September 28, 2020 General Circular 39/2020 dated December 31, 2020, General Circular 10/2021 dated June 23, 2021, General Circular 20/2021 dated December 08, 2021 and General Circular 3/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs ( “ MCA Circulars ”), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations, if any, that the resolution appended below is proposed for the approval of the members through Postal Ballot by remote e-voting process (“e-voting”)

SPECIAL BUSINESS:

1. Appointment of Mr. Subhrakant Panda as an Independent Director:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution;

RESOLVED THAT pursuant to the provisions of Sections 149,150,152 read with Schedule IV and all other applicable provisions of the Companies Act 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Subhrakant Panda, (DIN: 00171845 DOB: 05/01/1971), in respect of whom the Company has received a notice in writing from a member under section 160 of the Act, proposing his candidature for appointment as Director, be and is hereby appointed as Independent Director for a term of three (3) years from January 31, 2022 up to January 30, 2025 , not be liable to retire by rotation.

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RESOVLED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things and matters and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.

By Order of the Board of Directors

Date: May 28, 2022 Registered Office: 5[th] Floor, OSHWC Building, Pandit J N Marg, Bhubaneswar – 751 001

Sachin Patil Company Secretary A31286

NOTES:

1. The related Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") is annexed hereto along with the additional information in respect of the Director seeking appointment.

2. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by email to those shareholders who have registered their e-mail addresses with the Company or Depository Participant / Depository / Link Intime India Private Limited, the Company’s Registrar & Transfer Agent (RTA) and whose names appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the closure of business hours on June 24, 2022. In compliance with the requirements of the MCA Circulars, hard copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the members for this Postal Ballot and the shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through e-voting only.

3. The Postal Ballot Notice is placed on the website of the Company at www.paradeepphosphates.com and on the website of the stock exchanges at www.bseindia.com and www.nseindia.com.and on the website of Link Intime India Private Limited (LIIPL), the agency engaged by the Company for providing the facility of Remote e-voting to the Members of the Company at https://instavote.linkintime.co.in.

4. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on cut-off date i.e. June 24, 2022. The person who is not a member as on cut-off date should treat this notice for information purpose only.

5. The resolutions, if passed by requisite majority, shall be deemed to have been passed on August 7, 2022, i.e. last day specified for receipt of votes through e-voting process.

6. Members who have not yet registered their email ids, are hereby requested to register their email ids through respective Depository Participants (DPs)

7. A Member cannot exercise his/her vote by proxy on Postal Ballot (e-voting).

8. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)

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Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by Link Intime India Private Limited. The instructions for e-voting are provided as part of this Postal Ballot Notice.

1. Mr. Shivaram Bhat, Practicing Company Secretary (Membership No. FCS 10454) has been appointed by the Board of Directors of the Company as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

2. The Scrutinizer shall submit his report to the Chairman of the Company, or any other Director or Company Secretary of the Company upon completion of scrutiny of the votes cast through e- voting. The result of the voting by Postal Ballot will be announced on or before August 09, 2022, by 5.00 P.M.(IST) at the Registered Office of the Company and the same shall be displayed on the Notice Board at the Registered Office and on the website of the Company at www.paradeepphosphates.com and will also be communicated to the Stock Exchanges.

3. All the material documents referred to in the Postal Ballot Notice and Explanatory Statement will be available for inspection by the Members at the registered office of the Company on all working days, (i.e. Monday to Friday) between 10.00 A.M. (IST) to 1.00 P.M. (IST) from the date of dispatch of the Notice up to the last date of e-voting i.e. from July 7, 2022 to August 7, 2022.

Remote e-Voting Instructions for shareholders:

The voting period begins on July 09, 2022 at 10:00 AM (IST) and ends on August 07, 2022 at 5:00 PM (IST). During this period shareholders’ of the Company, holding shares in dematerialized form, as on the cut-off date (record date) of June 24, 2022 may cast their vote electronically. The e-voting module shall be disabled by LIIPL for voting thereafter.

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

1. Individual Shareholders holding securities in demat mode with NSDL

1. Existing IDeAS user can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either 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 services under Value added 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 i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period.

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1. If you are 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

2. Visit the e-Voting 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-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 i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

2. Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, 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 are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration.

4. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.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 provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

5. 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 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 name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e- Voting facility of Link Intime as under:

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

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1. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

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

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

Cast your vote electronically:

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

2. E-voting page will appear.

3. 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).

4. 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.

Guidelines for 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

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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.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.

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 at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 22-23058542-43.

Individual Shareholders holding securities in Physical mode has forgotten the password:

If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e- Voting website of Link Intime: https://instavote.linkintime.co.in

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders 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.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders 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.

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•  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”.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013:

Item No.1: Appointment of Mr. Subhrakant Panda as an Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Subhrakant Panda (DIN: 00171845) as an Additional Director in the category of Independent Directors for a term of three (3) years w.e.f. January 31, 2022, subject to the approval of the shareholders. A notice has been received in writing from a member under Section 160 of the Companies Act, 2013 proposing appointment of Mr. Subhrakant Panda as an Independent Director of the Company.

The Company has received from Mr. Subhrakant Panda (i) consent to act as Director of the Company; (ii) intimation to the effect that he is not disqualified from being appointed as Director in terms of Section 164(2) of the Act; and (iii) declaration that he meets the criteria of independence as specified under Section 149 of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

In the opinion of the Nomination and Remuneration Committee and the Board, Mr. Subhrakant Panda fulfils the conditions for appointment as Independent Director as specified in the Act, the Rules made thereunder and the Listing Regulations and he is independent of the management of the Company.

Mr. Subhrakant Panda is interested in the resolution set out at Item No. 1 of the Notice. The relatives of Subhrakant Panda may be deemed to be interested in the resolution set out at Item No. 1 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except the above, none of the other Directors / Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the above appointment.

The Board of Directors recommends passing of a Special Resolution as set out at Item No.1 of this notice for the approval of the members.

By Order of the Board of Directors

Date: May 28, 2022 Registered Office: 5[th] Floor, OSHWC Building, Pandit J N Marg, Bhubaneswar – 751 001

Sachin Patil Company Secretary A31286

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Details of Director seeking appointment:

Name of the Director	Mr. Subhrakant Panda
DIN	00171845
Date of Birth	January 05, 1971
Age	51
Nationality	Indian
Inter-se relationship with Directors of the Company	None
Date of First Appointment	January 31, 2022
Qualification	Bachelor’s in science in the business administration stream from Boston University
Functional Expertise & Experience including brief resume.	Mr. Subhrakant Panda is Managing Director of Indian Metals &Ferro Alloys Ltd (www.imfa.in) which was established in 1961 and is today the country’s leading producer of value added ferro alloys with own chrome ore mines and captive power generation. He serves as Trustee of the Bansidhar & Ila Panda Foundation (www.bipf.org.in) which is the CSR arm of IMFA and is named after its Founders. He is currently Vice President of the Federation of Indian Chambers of Commerce & Industry (FICCI), India’s apex business chamber, having earlier served as Chairman of the Odisha State Council and the National Manufacturing Committee. He is a Past President (2017-18) of the International Chamber of Commerce - India Chapter Mr Panda graduated with honours summa cum laude from the Questrom School of Business, Boston University in 1993 with a dual concentration in Finance and Operations Management. He has been recognised for his outstanding scholastic achievement by being named to the Beta Gamma Sigma Honour Society for Collegiate Schools of Business, Golden Key National Honour Society and Who’s Who Among Students in American Universities and Colleges (1993 edition).
Appointment/Re- appointment	Appointment
Terms and Conditions of re-appointment	As per resolution
Directorship held in other companies (excluding foreign companies & Section 8 companies) along with listed entities from which the person resigned in the past 3 years as on date of appointment.	Indian Metals and Ferro Alloys Ltd Utkal Real Estate Private Limited Carolina Consulting Private Limited Utkal Coal Limited Federation of Indian Chamber of Commerce and Industry
Membership/Chairma nship of Committees	NIL

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of public Companies (includes only Audit Committee and Stakeholders Relationship Committee) as on date of appointment.
Shareholding in the Company, including shareholding as a beneficial owner	NIL
Skills & capabilities	Corporate management, Leadership and Industrial Administration
Remuneration last drawn	NIL
Remuneration proposed to be paid	Sitting fee will be paid
Number of meetings of the Board attended till the date of this notice	4

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