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P.B.M. Polytex Ltd. AGM Information 2023

Aug 29, 2023

61511_rns_2023-08-29_1128c28b-2606-4247-921a-f17567691f10.pdf

AGM Information

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PBM POLYTEX LTD. CIN :L17110GJ1919PLC000495 REGD. OFFICE: OPP. STATION, POST PETLAD – 388450, DIST: ANAND, GUJARAT, PHONE: 224001, 224003, STORES: 224005, SALES: 224006, FAX (02697) 224009, E-Mail: [email protected]

==> picture [58 x 56] intentionally omitted <==

THROUGH BSE.LISTING CENTRE

Date-29.08.2023

To, The General Manager M/s BSE Limited, Department of Corporate Services, Floor 25, P. J. Towers, Dalal Street, Mumbai – 400001

– Company Code: BSE Limited, Listing Code 514087

Sir / Madam,

SUB: NOTICE OF 104[TH] ANNUAL GENERAL MEETING (AGM)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of 104[th] Annual General Meeting of the Members of the Company scheduled to be held on Monday, the 25[th] September, 2023 at 11.00 A.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The Notice and the Annual Report are also uploaded at the website of the company www.pbmpolytex.com

This is for your information and records.

Thanking you,

For PBM Polytex Limited

GOPAL Digitally signed by GOPAL PATODI PATODIA Date: 2023.08.29 A 14:49:44 +05'30'

Gopal Patodia Managing Director (DIN: 00014247)

ENCL: As Above

BARODA OFFICE: 8[TH] FLOOR, “RAMAKRISHNA CHAMBERS”, PRODUCTIVITY ROAD, ALKAPURI, BARODA – 390 007. TELEPHONE NO. : 2333587, 2320053, FAX NO. (0265) 2338979 E-Mail: [email protected], Website: www.pbmpolytex.com

PBM POLYTEX LIMITED

NOTICE TO SHAREHOLDERS

Notice is, hereby, given that the 104[th] Annual General Meeting of the Members of PBM Polytex Limited will be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), on Monday, the 25[th] Day of September, 2023 at 11:00 A. M. to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt the Financial Statements including Audited Balance Sheets as at 31[st] March 2023, Statements of Profit and Loss (along with Audited Consolidated Financial Statements) and Cash Flow Statements for the year ended on that date together with the Directors’ Report and Auditors’ Reports thereon.

  2. To appoint a Director in place of Shri Krishan Kumar Patodia (DIN: 00027335) as director who retires by rotation and being eligible, offers himself for re-appointment.

  3. To appoint a Director in place of Shri Gopal Patodia (DIN: 00014247) as director who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To ratify the remuneration payable to the Cost Auditor for the financial year 2023-24:

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of Rs. 65,000/- (Rupees Sixty Five Thousand only) plus GST and reimbursement of travelling and out-of pocket expenses to M/s. Y. S. Thakar & Co, Cost Accountants, Vadodara (FRN No-000318), as recommended by the Audit Committee and approved by the Board to conduct the audit of cost records and statements maintained by the Company for the financial year 2023 – 24, be and is, hereby, ratified and confirmed.

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

5. To Consider Re-appointment of Shri Mohan Kumar Patodia (DIN: 00035381) as Managing Director of the Company for a period of 3 years from 1st April 2024.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and other applicable provisions, if any, of the Companies Act 2013 (“the Act”) read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of

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Association of the Company and other required approval, if any, consent of the member be and is hereby accorded for the re-appointment of Shri Mohan Kumar Patodia (DIN : 00035381), who has attained the age of 70 years, as Managing Director of the Company for a period of 3 years effective form 1st April 2024 on the remuneration and other terms and conditions as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company and as permissible under Part II Section II(A) of Schedule V of the Act and as contained in the draft agreement placed before the meeting and initialed by the Chairman for identification with power to the Board of Directors to alter or vary the said terms and conditions of re-appointment and remuneration in such manner as the Board in their discretion deem fit and as acceptable to Shri Mohan Kumar Patodia.

FURTHER RESOLVED THAT the Board of Directors is, hereby, authorized to enter into the said agreement with such modifications or amendments as the Board may think fit.

FURTHER RESOLVED THAT the Board of Directors be and are, hereby, authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.”

6. To Consider Re-appointment of Shri Gopal Patodia (DIN: 00014247) as Managing Director of the Company for a period of 3 years from 1st April 2024.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company and other required approval, if any, consent of the members be and is hereby accorded for the re-appointment of Shri Gopal Patodia (DIN : 00014247), who has attained the age of 70 years, as Managing Director of the Company for a period of 3 years effective from 1st April 2024 on the remuneration and other terms and conditions as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company and as permissible under Part II Section II(A) of Schedule V of the Act and as contained in the draft agreement placed before the meeting and initialed by the Chairman for identification with power to the Board of Directors to alter or vary the said terms and conditions of reappointment and remuneration in such manner as the Board in their discretion deem fit and as acceptable to Shri Gopal Patodia.

FURTHER RESOLVED THAT the Board of Directors is, hereby, authorized to enter into the said agreement with such modifications or amendments as the Board may think fit.

FURTHER RESOLVED THAT the Board of Directors be and are, hereby, authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution.”

7. To reappoint Shri Rakesh Todi (DIN: 08476512) as an Independent Director of the Company for the second term of 5 consecutive years:

To consider and, if thought fit, to pass the following resolution, with or without modification(s), as a SPECIAL RESOLUTION:

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“RESOLVED THAT pursuant to provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of Companies Act 2013 and the rules and regulations framed thereunder, as amended from time to time, and other applicable regulation(s) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment thereof for the time being in force, if any, and as per the recommendation of Nomination and Remuneration Committee, the consent of the members, be and is, hereby accorded for reappointment of Shri Rakesh Todi (DIN: 08476512) as Independent Director of the company for the second term of 5 years from 13[th] August, 2024 to 13[th] August 2029.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and is, hereby, authorized to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or required in this regard.”

NOTES:

  1. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (‘SEBI’) vide its Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021,SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 (collectively referred to as “SEBI Circulars”), have permitted the holding of AGM through Video Conferencing (“VC”) or Other AudioVisual Means (“OAVM”), without the physical presence of the Members at a common venue vide the above MCA circulars and provided relaxation to companies from dispatching physical copy of annual report vide above SEBI circulars. In compliance with the provisions of the Companies Act, 2013 (“Act”), amended provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), the AGM of the Company will be held through VC / OAVM.

  2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  3. The Company has fixed Monday, September 18, 2023 as Cut-off date for determining entitlement for remote e-voting as well as e-voting of shareholders holding shares in physical or dematerialized form.

  4. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, the Company had stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialization. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only, while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Subdivision/Splitting of securities certificate; Consolidation of securities certificates/folios;

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Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR-4, the format of which is available on the Company’s website under the weblink at https://pbmpolytex.com/upload/investor_relations/form-isr-4-circular-p-pdf.pdf. It may be noted that any service request can be processed only after the folio is KYC compliant.

  1. The Members can join the AGM in the OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  2. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  3. The details of Director seeking Appointment / Re-appointment pursuant to provisions of Regulation 36(3) of the Listing Regulations and Secretarial Standard – 2 are annexed herewith as Annexure - A.

  4. Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all the Equity Shares held by such shareholders who have not claimed their dividend for consecutive seven years from the financial year 2015-16 shall be transferred to the Investor Education and Protection Fund (IEPF) Authority alongwith dividend remaining unpaid for the financial year 2015-16. The necessary notices in this regard have been given to all the concerned shareholders through Registered Post.

  5. All the work related to share registry in terms of both physical and electronic, are being conducted by Company’s Registrar & Share Transfer Agents, Link Intime India Pvt. Limited, B-102 & 103, Shangrila Complex, First Floor, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara - 390 020, Tel: +91 265 2356573 | 6136000, Email Id: [email protected]. The Members are requested to send their communication to the aforesaid address.

  6. The Register of Members of the Company will remain closed from Sunday 17th September, 2023 to Monday, 25th September, 2023 (both days inclusive), for the purpose of Annual General Meeting.

  7. All documents referred to in the Notice are open for inspection at the Registered Office of the Company between 11:00 a.m. to 1:00 p.m. on any working day except Saturdays and Sundays and holidays upto the date of Annual General Meeting.

  8. In line with the MCA Circulars, the Notice calling the AGM and Annual Report have been uploaded on the website of the Company at http://pbmpolytex.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL (authorized agency for providing the e-voting facility) i.e. www.evoting.nsdl.com.

  9. ELECTRONIC DISPATCH OF NOTICE AND ANNUAL REPORT: As per the MCA General Circular No. 20/2020 dated 5th May, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated

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12th May, 2020, Notice of AGM along with Annual Report for the Financial Year ended 31st March, 2023 is being sent only in electronic mode (through email) to those Members whose e-mail addresses are registered with the Company/ Link Intime India Private Limited or the Depository Participant(s).

  1. Members are requested to register / update their details of Email ID, Bank Details by accessing https://www.linkintime.co.in/EmailReg/Email_Register.html which is the portal of the RTA of the Company, M/s. Link Intime India Private Limited.

  2. Members are requested to intimate changes, if any, pertaining to their name, postal address, e- mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.:

  3. a. For shares held in electronic form: to their Depository Participants (DPs).

  4. b. For shares held in physical form: to the Company / Registrar and Transfer Agent of the Company in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSDPoD-1/P/ CIR/2023/37 dated March 16, 2023. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to aforesaid SEBI Circulars in Form ISR-1 and other Forms. These Forms are also available on the website of the Company at https://pbmpolytex.com/investor-relations/2/. Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR–1 and such other Forms, as may be applicable to them.

  5. As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH - 13 with Registrar. In respect of shares held in demat form, the nomination form may be filed with the respective DP. As per SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD1/P/ CIR/2023/37 dated March 16, 2023, the common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nominations with -

various forms are made available at the Company’s website at https://pbmpolytex.com/investor relations/2/ for easy access.

  1. This information has also been placed on the Company’s, as well as, BSE’s websites and notified in Newspapers. The shareholders should take proper care in this regard in their interest as advised in the Notices by the Company. Such action will continue to be enforced year after year.

  2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

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  1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on 22[nd] September 2023 at 09:00 A.M. and ends on 24th September 2023 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 18[th] September, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 18[th] September, 2023.

- 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 and joining virtual meeting 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 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 ore-Voting service provider i.e. NSDLand you will be
re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to
register is available athttps://eservices.nsdl.com.
Select

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“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. NSDL
and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App
NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
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. 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 your 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 company. On
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 or joining virtual
meeting & voting during the meeting. Additionally, there is
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.

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3. If the user is not registered for Easi/Easiest, option to register
is available at CDSL website www.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 on 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 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.
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
i.e. NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.

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.

**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 [email protected] 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
[email protected] contact at toll free no.
1800 22 55 33

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B) Login Method for e-Voting and joining virtual meeting 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 :

electronically.
Your User ID details aregiven 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
then your user ID is
IN300
12**.
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
125216
then
user
ID
is
125216001
  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 the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a

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.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 [email protected] 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 and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  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.

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

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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 [email protected] with a copy marked to [email protected]. 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 "e-Voting" 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. Pallavi Mhatre at [email protected]

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 [email protected].

  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 [email protected]. If you are an Individual shareholders 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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

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  1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  2. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

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

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e- Voting system. Members may access by following the steps mentioned above for Access to NSDL e- Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member 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-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

  6. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email ID mentioning their name, DP ID & Client ID / Folio Number, Mobile Number to the Company at [email protected] on or before 18[th] September, 2023. Those members who have registered themselves as speakers will only be allowed to express their views or ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of the time for AGM.

By Order of the Board For PBM Polytex Limited

Place : Vadodara Date : 12.08.2023

GOPAL PATODIA Managing Director (DIN: 00014247)

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Statement as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 102 of the Companies Act, 2013, as may be applicable.

ITEM NO. 4

The Cost Records and related statements of the Company are subject to audit as required under section 148 of the Companies Act, 2013 for which, on the recommendation of Audit Committee, M/s. Y.S. Thakar & Co, Cost Accountant (FRN No. 000318), has been appointed as Cost Auditor by the Board of Directors of the Company for the financial year 2023-24 at total remuneration of Rs. 65,000/- plus GST plus Out of pocket expenses (Out of pocket expenses to be defined as expenses for visiting factories or offices which will only include actual taxi charges and meal expenses), also including all charges of XBRL. The consent of the members is sought for ratification of remuneration payable to the Cost Auditor.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, members of the Company are required to ratify the remuneration to be paid to the Cost Auditors.

None of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

The Board recommends the Resolution set out under Item No. 4 of the Notice for approval of the Members as an Ordinary Resolution.

ITEM NO. 5 & 6

These items relate to the re-appointment of Shri Gopal Patodia and Shri Mohan Kumar Patodia, the Managing Directors of the Company. The present term of office of Managing Directors of the Company, namely Shri Gopal Patodia and Shri Mohan Kumar Patodia, expire on 31st March 2024, who have been in the office of Managing Directors of the Company since 1st April, 1979 and 1st August, 2007 respectively. During the tenure of their Management, the Company has made considerable progress in all spheres and has since acquired good name and reputation in business.

Shri Gopal Patodia and Shri Mohan Kumar Patodia both are quite healthy and able to devote enough time for handling the activities of the Company and their age which is more than 70 years will not come in way of performing their duties to the utmost satisfaction. In fact, considering their educational qualifications, vast experience of more than 45 years and expertise in Textile Industry, mainly Yarn trading, manufacturing and administrative skills, the Company is in need of their services in this challenging time.

In view of the above and as recommended by the Nomination and Remuneration Committee, the Directors confidently feel that the Company should continue to avail the services of both the Managing Directors. Hence, the Board of Directors at its meeting held on 12[th] August, 2023 has considered it necessary to re-appoint Shri Gopal Patodia and Shri Mohan Kumar Patodia as Managing Directors of the Company for a further period of 3 (three) years with effect from 01.04.2024 subject to the approval of members of the Company at the 104[th] Annual General Meeting by way of Special Resolution.

Shri Gopal Patodia and Shri Mohan Kumar Patodia are presently being paid Rs. 3,25,000/- and Rs. 1,90,000/- per month respectively, towards salary plus other perks, not exceeding the overall yearly limit of Rs. 84,00,000/- (Rupees Eighty Four Lakh Only) each per year as permissible under

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Part II Section – II(A) of Schedule V of the Companies Act, 2013 and now they are to be paid Rs. 3,50,000/- and Rs. 2,00,000/- per month respectively, towards salary and other perks not exceeding Rs. 84,00,000/- (Rupees Eighty Four Lakh Only) each per annum as permissible under Part II Section II(A) of Schedule V of the Companies Act, 2013. Apart from this, provision has also been made for commission payable as sanctioned by the shareholders by way of Special Resolution and as is permissible under the Section 197 of the Companies Act, 2013.

The details of the remuneration as recommended as set out and specified in the draft agreements to be executed between the Managing Directors and the Company is given hereunder, subject, however, to the consent of the members by way of Special Resolutions at the 104[th] Annual General Meeting.

Remuneration payable to the Managing Directors with effect from 01.04.2024:-

(a) Salary: From 01.04.2024 to 31.03.2027

Shri Gopal Patodia : Rs. 3,50,000/- per month. Shri Mohan Kumar Patodia : Rs. 2,00,000/- per month.

  • (b) Incentive: Up to 10% of the salary as may be decided by Board from time to time to both of them.

  • (c) Commission will be paid in addition to the salary and perquisites based on the “Net Profits” of the Company in the particular year subject to the overall ceiling laid down in Section 197 of the Companies Act, 2013 and further subject to the limits as provided in the Companies (Meetings of Board and its Powers) Rules, 2014, so as not to exceed in aggregate the amount permitted under Section 197(1) read with these rules.

  • (d) Perquisites:

  • Housing:

  • i. Shri Gopal Patodia will continue to be provided a House Rent Allowance of Rs. 45,000/p.m.

  • ii. Shri Mohan Kumar Patodia will be paid House Rent allowance @ 60% of his salary.

  • The expenditure incurred by the Managing Directors at their residence for Gas, Electricity and Water shall be reimbursed by the Company.

  • Reimbursement of all medical expenses incurred in India or abroad by the Managing Director for self and his family including in case of medical treatment abroad, air fare, boarding and lodging for patient and attendant.

  • Leave Travel Concession for the Managing Directors and their family will be allowed once in a year.

  • Fees of Clubs: Subject to maximum of two clubs. This will not include admission and life membership fees.

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  1. Personal Accident Insurance and Mediclaim Insurance for the Managing Directors and his family, total Premium for which shall not exceed Rs. 1,00,000/- p.a. or such higher amount as may be approved by the Board.

  2. Contribution to Provident Fund and Contribution to Superannuation Fund: Contribution to Provident Fund and Superannuation Fund or Annuity Fund not exceeding in total 25% of the salary of the Managing Directors.

  3. Gratuity: At the rate of one month’s salary for each completed year of service.

  4. Provision of car with Driver for use on Company’s business and also for personal use and telephone at the residence of Managing Directors.

  5. Privilege Leave Encashment: As per Company’s rules.

  6. Subject to the statutory ceiling(s) as laid down in Part II, Section II(A), of Schedule V of the Companies Act, 2013 being Rs. 12,50,000/- per month, the Managing Director may be given any other allowances, perquisites, benefits and facilities within the aforesaid limits as the Board of Directors from time to time may decide.

  7. Cost of Insurance cover against the risk of any financial liability or loss because of any error of judgment.

  8. (e) Minimum Remuneration: Both the Managing Directors shall be paid the remuneration as stated above as minimum remuneration, in the event of inadequacy of profits subject to the ceiling of remuneration as stated in Part II, Section II (A) of Schedule V of the Companies Act, 2013 with such modifications as may be made therein from time to time, being in force.

  9. (f) The above information may please be considered as an extract under Section 102 of the Companies Act, 2013.

  10. (g) The Nomination and Remuneration Committee has approved the re-appointment and remuneration payable to Shri Gopal Patodia and Shri Mohan Kumar Patodia, the Managing Directors of the Company at their meeting held on 12[th] August, 2023 as required under Section 178 and Part II, Section II (A) of Schedule V of the Companies Act, 2013.

  11. (h) The Company has not made any default in its Loan obligations.

  12. (i) The Special Resolutions as needed by the aforesaid requirement is proposed for approval of the shareholders.

  13. (j) General Information:

  14. Nature of Industry:

  15. The Company is having two yarn spinning units one at Petlad, Dist. Anand (Guj.) and another at Borgaon, Dist. Chhindwara (M. P.) and manufactures cotton yarn at the said units and substantially exports its product. It has also four Windmills generating electricity.

  16. Date or Expected date of commencement of commercial production: Company’s units are already in production.

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  1. In case of new companies, expected date of commencement of activities as per project approved by financial institution appearing in the prospectus. – Not Applicable in case of the Company.

  2. Financial performance based on given indictors. Company’s first unit set-up at Petlad, Dist. Anand, Gujarat, started commercial production in the year 1922 and was taken over by the present management in the year 1978. The other unit set-up at Borgaon, Dist. Chhindwara, Madhya Pradesh, commenced its production in the year 1992. Four Windmills have also been set up in the year 2006-07 and 2007-08. The Company is profit earning and has paid dividend continuously since 1985-86 except for the years 2007-08, 2008-09 and 2019-20. The Company’s financial performance is given hereunder:

is given hereunder:
(Rs. In Lacs)
YEAR 2020-21 2021-22 2022-23
Capital 688 688 688
Free Reserves 7043 10243 10443
Effective Capital 10557 12793 12640
Exports 4863 11092 5332
Total Sales & Other Income 15634 25826 20529
Profit Before Depreciation & Tax 786 3416 403
Profit Before Tax 433 3088 56
Profit/ (Loss)After Tax 314 2300 30
  1. Foreign Investments or Collaborations if any: Not Applicable in case of the Company.

  2. (k) Information about the appointees:

  3. Shri Gopal Patodia

  4. i. Background Details:

Shri Gopal Patodia is B.Sc and B.Tech (Chemical), having a rich and varied experience in the Textile Industry of more than 45 years. He holds rich experience in the Textile Industry in all the fields including raw material purchase, manufacturing, administration, finance, management and marketing. The Company has fared very well under his supervision and administration.

ii. Past remuneration:

During the financial year 2022-23, Shri Gopal Patodia was paid the following remuneration:

(Rs.)
Salary Perquisites Retirement Commission Total
Benefit
39,00,000 19,22,434 11,05,000 0 69,27,434

iii. Recognition or Awards:

Company has been recognized as Star Export House by the Central Government.

  • iv. Job Profile and his suitability:

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As a Managing Director of the Company, Shri Gopal Patodia has overall managerial responsibility and with his rich experience of more than 45 years of management at top levels in the Textile Industry, he is well suited for the post. He has been handling and monitoring all the activities of the Company including mill management, finance, administration, purchase and marketing. He has been guiding force resulting in the good performance of the Company both in exports, as well as, in domestic market. In view of his increased responsibilities and working requirements the remuneration recommended is fair and justified.

Shri Gopal Patodia is quite healthy and able to devote enough time for handling the activities of the Company and his age which is little more than 70 years will not come in way of performing his duties to utmost satisfaction. In fact, considering his educational qualifications, vast experience of over 45 years and expertise in Textile Industry, mainly Yarn trading, manufacturing and administrative skills, the Company is in need of his services in this challenging time.

  • v. Remuneration proposed has already been given in detail in Explanatory Statement appended to the notice of the meeting.

  • vi. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the Country of his origin).

The Nomination and Remuneration Committee and the Board of Directors of the Company have considered the profile of rich and diversified experience in the Textile industry. Proposed remuneration of Shri Gopal Patodia is comparable and is at par with Industry norms considering the nature of industry, size of the Company, profile and position of the persons. His abilities have stood to the test of time of crisis in Textile Industry.

  • vii. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any.

The Company had not entered into any transaction of a material nature with any of the related parties which were in conflict with the interest of the Company. Further, all transaction with the related Parties were in the ordinary course of business and at arm’s length basis. Directors Shri Krishan Kumar Patodia and Shri Mohan Kumar Patodia are related to Shri Gopal Patodia.

  1. Shri Mohan Kumar Patodia

  2. i. Background Details:

Shri Mohan Kumar Patodia is B.Com and Textile Technocrat, having a rich and varied experience in the Textile Industry of more than 43 years. He holds rich experience in the Textile Industry in all the fields including raw material purchase, manufacturing, administration, finance, management and marketing. The Company has fared very well under his supervision and administration.

ii. Past remuneration:

During the financial year 2022-23, Shri Mohan Kumar Patodia was paid the following remuneration:

ration:
(Rs. In Lacs)
Salary Perquisites Retirement Benefit Commission Total
22,80,000 22,05,942 6,46,000 0 51,31,942

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iii. Recognition and Awards:

Company has been recognized as Star Export House by the Central Government.

  • iv. Job Profile and his suitability:

As the Managing Director of the Company, Shri Mohan Kumar Patodia has overall managerial responsibility and with his rich experience of more than 43 years of management at top levels in the Textile Industry, he is well suited for the post. He has been handling and monitoring all the activities of the Company including, finance, administration, purchase and marketing. He has been contributing to the good performance of the Company both in exports, as well as, in domestic market. In view of his increased responsibilities and working requirements the remuneration recommended is fair and justified.

  • v. Remuneration proposed has already been given in detail in Explanatory Statement appended to the notice of the meeting.

  • vi. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the Country of his origin).

The Nomination and Remuneration Committee and the Board of Directors of the Company have considered the profile of rich and diversified experience in the Textile Industry. Proposed remuneration of Shri Mohan Kumar Patodia is comparable and is at par with the Industry norms considering the nature of industry, size of the Company, profile and position of the persons. His abilities have stood to the test of time of crisis in Textile Industry.

  • vii. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any.

The Company had not entered into any transaction of a material nature with any of the related parties which were in conflict with the interest of the company. Further, all transactions with the related Parties were in the ordinary course of business and at arm’s length basis. Directors Shri Krishan Kumar Patodia and Shri Gopal Patodia are related to Shri Mohan Kumar Patodia.

  • (l) OTHER INFORMATION (applicable for both the Managing Directors):

  • Reasons of loss or inadequate profits – The company is continuously profit making except during the year 2019-20 when complete Textile industry (mainly yarn spinning units) were put to heavy losses during the year because of cotton prices which was very high on account of increase in Minimum support price by Government and steep reduction in exports.

  • Steps taken or proposed to be taken for improvement- Because of bad effects on account of COVID 19 pandemic. The Company’s Management is monitoring the situation and shall try its best to do the needful. Hope for improvement as soon as possible.

  • Expected increase in productivity and profits in measurable terms: As stated in Directors’ Report.

  • (m) DISCLOSURES

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  1. The shareholders of the Company shall be informed of the remuneration package of the managerial person.

The details are given in the Explanatory Statement u/s 102 of Item Nos. 5 and 6.

  1. The following disclosures have been mentioned in the Board of Directors’ report under the heading “Corporate Governance”, if any, attached to the annual report:-

  2. i. All elements of remuneration package such as salary, benefits, bonuses, stock options, pension etc. of all the directors;

  3. Shri Gopal Patodia and Shri Mohan Kumar Patodia are the Managing Directors of the Company and have been paid remuneration as prescribed in Schedule V of the Companies Act, 2013 and the same has been suitably disclosed.

  4. ii. Details of fixed component and performance linked incentive along with the performance criteria.

  5. Both the Managing Directors are paid by way of fixed component, a minimum remuneration as per Schedule V of the Companies Act, 2013 and are sought to be paid commission on net profits only if such commission is in excess of the above referred minimum remuneration.

  6. iii. Service contracts, notice period, severance fees; There exist Contracts of Services between Shri Gopal Patodia and the Company providing three years as tenure of service and between Shri Mohan Kumar Patodia and the Company also providing three years as tenure of service.

  7. iv. Stock option detail, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable – Not Applicable.

Shri Krishna Kumar Patodia, Shri Gopal Patodia and Shri Mohan Kumar Patodia, the Directors of the Company and Shri Amit Patodia, Sr. President cum Chief Executive Officer (KMP) are concerned or interested in the resolutions proposed under items Nos. 5 and 6 in as much as they are related to each other.

ITEM NO. 7

The first term of Mr. Rakesh Todi (DIN: 08476512), as an Independent Director, shall expire on 13[th] August 2024. He being eligible for reappointment as Independent Directors of the company for the second term of further five years. The Nomination and Remuneration Committee (“NRC”) and the Board of Directors have recommended his reappointment for the second term of five years from 13[th] August, 2024 to 13[th] August, 2029 subject to the approval of the shareholders.

In requirement of SEBI (LODR) read with Companies Act 2013, the company has received a declaration from Mr. Rakesh Todi confirming the fulfillment of requirement to be re-appointed as independent director of the company.

Mr. Rakesh Todi is Commerce Graduate by qualification and having rich experience in the field of financial market. The Company has received notice u/s. 160 of the Companies Act 2013 from a Member proposing Mr. Rakesh Todi as candidate for the Office of Director of company and considering his experience, Nomination and Remuneration Committee and Board is of view that his appointment will be immensely helpful to the company in many ways and have recommended for his Re-appointment as Non-Executive Independent Director of the company.

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Details pursuant to Regulation 36 of SEBI (Listing obligations and disclosures requirements). Regulations 2015, and Secretarial Standard - II, on General Meeting issued by the Institute of Company Secretaries of India, is attached as Annexure - A.

Mr. Rakesh Todi, if appointed shall be with effect from 13[th] August, 2024 for a period of 5 years.

The Directors accordingly recommend to pass the Resolution at Item No. 7 of the Notice as a Special Resolution.

Except to the extent of the shareholding none of the Directors except Mr. Rakesh Todi and his relatives, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

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Annexure – A

Details of Directors seeking Appointment/Reappointment at the 104[th] Annual General Meeting pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-II issued by the Institute of Company Secretaries of India (“ICSI”) are as under:

Sl.
No.
Name
of
Director
Shri
Krishan
Kumar
Patodia,
Chairman
Shri Gopal Patodia,
Managing Director
Shri Rakesh Todi
Independent
Director
Shri Mohan Kumar
Patodia
Managing Director
cum CFO
1 DIN (Director
Identification
Number)
00027335 00014247 08476512 00035381
2 Date of Birth 26.05.1945 12.12.1946 23.11.1958 10.06.1948
3 Age(in Years) 78 77 65 75
4 Date of First
Appointment
on the Board
12.06.1979 12.09.1978 13.08.2019 09.08.1980
5 Qualifications B.Sc Text (Hons.) B.Sc.
B.
Tech
(Chemical)
B.Com B.Com.
Textile
Technocrat
6. No. of shares
held
in
Company
as
on 31stMarch,
2023
141028 27369 13227 67998
7. Brief profile
and nature of
their expertise
in
specific
functional
areas.
Gold medalist in textile
engineering. More than
56
years
of
rich
experience in managing
textile industries. Also he
is Managing Director of
Eurotex Industries and
Exports
Limited
and
Chairman of the
Companysince 1984.
B.Sc.,
Chemical
Engineer
(first
division). More than
50 years of experience
in managing textile
industry
and
marketing.
He
is
Managing Director of
the Company since
1978.
Rich experience of
financial market.
More
than
46
years of
experience in
marketing of
Cotton Yarn and
other Textile
Product. He is
Managing Director
of the Company
since 01.08.2007.
8. Number
of
meetings of
the
Board
attended
during
the
year 2022-23
1 4 3 2
9. Directorship
of
other
Companies
Eurotex Industries and
Exports Limited;
Patodia Syntex Limited;
Maharashtra Fibres &
Syntex Limited;
Eurospin
Industries
Limited;
Sambhu
Investments
Private Limited;
Rajiv Agencies LLP;
Thrust Invest. & Mgt.
Consult. LLP.;
Mercury Gems Private
Limited;
Patodia CompanyPvt.
Patodia
Syntex
Limited;
Shashank Investments
Private Limited;
Trikon
Investments
Private Limited;
Sambhu Investments
Private Limited
Veepee
Intrades
Private Limited.
NIL Eurospin Industries
Limited;
Sambhu
Investments
Private Limited;
Patodia
Organics
LLP;
Trikon Investments
Pvt. Ltd.

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Ltd.
10. Chairman
of
Committees
of
other
Companies
CSR Committee,
Eurotex Industries and
Exports Limited
NIL NIL NIL
11. Member
of
Committees
of
other
Companies
Stakeholders
Relationship Committee,
Eurotex Industries and
Exports Limited
NIL NIL NIL
12. Relationship
with
other
Directors,
Manager and
Key
Managerial
Personnel
(“KMP”)
Brothers:
Shri Gopal Patodia and
Shri
Mohan
Kumar
Patodia
Brothers:
Shri Krishan Kumar
Patodia, and
Shri
Mohan
Kumar
Patodia
Son:
Shri Amit Patodia –
Senior President cum
CEO
N.A. Brothers:
Shri Krishan Kumar
Patodia and Shri
Gopal Patodia
Son of Brother
(Shri Gopal
Patodia):
Shri Amit Patodia –
Senior President
cum Chief
Executive Officer

By Order of the Board For PBM Polytex Limited

Place : Vadodara Date : 12.08.2023

GOPAL PATODIA Managing Director (DIN : 00014247)

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