SADHANA NITRO CHEM LIMITED

CIN : L24110MH1973PLC016698 Registered Office : Hira Baug.1st Floor. K'ssturba Chowk (CP. Tank). Mumbai - 400 004, INDIA Tel. : 022-23865629 / 23875630 E-Mail : [email protected] - Website : www.sncl.com

Date: 13th August, 2019

To Bombay Stock Exchange Limited, lst Floor, P.J. Towers, Dalal Street, Mumbai — 400001

Scrip Code — 506642

Subject: lntimation of Notice of Postal Ballot under Regulation ³⁰ read with Schedule III of SEBI (Listing Obligation and Disclosure Requiremenfi) Regulations, 20 15.

Sir/Ma'am,

With reference to the captioned subject and pursuant to Section ¹¹⁰ of the Companies Act, ²⁰¹³ please find enclosed Postal Ballot Notice and Postal Ballot Form dispatched to the members on 13th August, ²⁰¹⁹ to transact the following business:

1. To approve re-appointment of Mr. Priyam Shantilal Jhaveri (DIN: 0045038) as an Independent Director of the Company
1. To approve re—appointment of Mr. Arvind Raoji Doshi (DIN: 00015293) as an Independent Director of the Company
1. To approve re-appointment of Mr. Pradeep Nanasaheb Desai (DIN: 01602942) as an Independent Director of the Company:

Kindly take the same on record.

FOR SADHANA NITRO CHEM LIMITED

(u r /

Nitin Rameshchandra Jani Company Secretary Membership No.: A4757 Address: -Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon (West) Mumbai — 400062

NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE of Postal Ballot is hereby given, pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with rule 22 of Companies (Management and Administration), Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Secretarial Standards-2 (SS-2), to transact the following special businesses by passing the special resolutions set out below through Postal Ballot including voting through electronic means.

The Company is desirous of seeking your consent to the proposals contained in the Resolution(s) set out below. A statement under Section 102 of the Companies Act, 2013, giving all material facts and the reasons for the Resolutions is also annexed.

The Board of Directors, at its meeting held on Thursday, 08th August, 2019 has appointed Mrs. Kumudini Bhalerao, partner of M/s Makarand M. Joshi & Co., Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process in a fair and transparent manner.

You are requested to read carefully the instructions given in the Postal Ballot Form and Postal Ballot Notice and vote either for or against the Resolution(s) and return the said Form duly completed and signed, in the postage prepaid self-addressed envelope so as to reach the Company not later than 5:00 p.m. on Wednesday, on 11th September, 2019.

E-voting Option

In accordance with the provisions of Section 110 of the Companies Act, 2013 read with the applicable rules of Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to offer e-voting facility also as an alternate for our members which would enable you to cast your votes electronically, instead of physical Postal Ballot Form.

E-voting is optional and all the members (whether holding share in demat form or physical form) may vote either by completing and dispatching the postal ballot form by post or by e-voting. The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to all its members. Please read carefully and follow the instructions on e-voting printed in this Postal Ballot Notice.

The Scrutinizer will submit his report to the Chairman or any other Director of the Company or Company Secretary of the Company as authorised by the Board, upon completion of scrutiny of postal ballots in a fair and transparent manner and the result of the postal ballot / e-voting will be declared on or before Friday, 13th September, 2019 through the mode as the Company deems fit for such declaration. The result of the postal ballot / e-voting will also be posted on the Company's website www.sncl.com and communicated to the Bombay Stock Exchange Limited (BSE). The date of announcement of result of postal ballot / e-voting shall be taken to be the date of passing of the resolution.

Item of businesses requiring consent of shareholders through Postal Ballot / e-voting:

1. To approve re-appointment of Mr. Priyam Shantilal Jhaveri (DIN: 0045038) as an Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, Mr. Priyam Shantilal Jhaveri (DIN: 0045038), whose term of office as an Independent Director expires on 12th September, 2019 and who is eligible for re-appointment, be and is hereby re-appointed for a second term of 5 (five) years as an Independent Director, not liable to retire by rotation and who shall hold office of Independent Director for the period of 5 years commencing from the date of end of preceding term of 5 Years.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution including filing of forms to Registrar of Companies and submitting necessary intimation with Stock Exchange."

2. To approve re-appointment of Mr. Arvind Raoji Doshi (DIN: 00015293) as an Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, Mr. Arvind Raoji Doshi (DIN: 00015293), whose term of office as an Independent Director expires on 12th September, 2019 and who is eligible for re-appointment, be and is hereby re-appointed for a second term of 5 (five) years as an Independent Director, not liable to retire by rotation and who shall hold office of Independent Director for the period of 5 years commencing from the date of end of preceding term of 5 Years.

3. To approve re-appointment of Mr. Pradeep Nanasaheb Desai (DIN: 01602942) as an Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination and Remuneration Committee, Mr. Pradeep Nanasaheb Desai (DIN: 01602942), whose term of office as an Independent Director expires on 12th September, 2019 and who is eligible for re-appointment, be and is hereby re-appointed for a second term of 5 (five) years as an Independent Director, not liable to retire by rotation and who shall hold office of Independent Director for the period of 5 consecutive years commencing from the date of end of preceding term of 5 Years.

For SADHANA NITRO CHEM LIMITED

Sd/- NITIN JANI COMPANY SECRETARY MEMBERSHIP NO: 4757 ADDRESS: Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon West Mumbai 400062 Place : Mumbai Date : 08th August, 2019

Regd. Office: SADHANA NITRO CHEM LIMITED

CIN: L24110MH1973PLC016698 Hira Baug, 1st Floor, Kasturba Chowk (C.P. Tank) Mumbai - 400004

Tel: 022-23865629/022-23875630 Fax: 022-23887235 E-mail: [email protected] Website: www.sncl.com

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

Item No. 1, 2 and 3:

Mr. Priyam Shantilal Jhaveri (DIN: 0045038), Mr. Arvind Raoji Doshi (DIN: 00015293) and Mr. Pradeep Nanasaheb Desai (DIN: 01602942) were appointed as Independent Directors of the Company by the members at the 41st AGM of the Company held on 12th September, 2014 for a period of five consecutive years expiring on 12th September, 2019.

As per Section 149 (10) of the Act, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the Company for another term of up to five consecutive years on the Board of the Company.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Priyam Shantilal Jhaveri, Mr. Arvind Raoji Doshi and Mr. Pradeep Nanasaheb Desai, being eligible for re-appointment as Independent Directors and offering themselves for reappointment, are proposed to be re-appointed as Independent Directors for second term of five consecutive years commencing from the date of end of preceding term of 5 Years.

The Company has received declaration from them stating that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also given their consent to continue to act as Directors of the Company, if so appointed by the members. In the opinion of the Board, Mr. Priyam Shantilal Jhaveri, Mr. Arvind Raoji Doshi and Mr. Pradeep Nanasaheb Desai fulfills the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his re-appointment as an Independent Directors of the Company and is independent of the management.

Copy of the draft letter for appointment of Mr. Priyam Shantilal Jhaveri, Mr. Arvind Raoji Doshi and Mr. Pradeep Nanasaheb Desai as Independent Directors setting out terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours (9:00 am to 5:00 pm) on any working day, except Saturday. The Brief resume of Director seeking re-appointment Pursuant to provisions of SEBI (LODR) Regulations 2015 and Secretarial Standards on General Meetings issued by Institute of Company Secretaries of India are appended below to this Item.

The Board of Directors considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail services of said Independent Directors. Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr. Priyam Shantilal Jhaveri, Mr. Arvind Raoji Doshi and Mr. Pradeep Nanasaheb Desai as Independent Directors for second term of five consecutive years commencing from the date of end of preceding term of 5 Years.

None of the Directors / Key Managerial Personnel of the Company / their relatives is in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1, 2 and 3 of the Notice.

Brief resume of Director seeking re-appointment:

Pursuant to provisions of SEBI (LODR) regulations 2015 and secretarial standards on general meetings issued by institute of company secretaries of India, relevant particulars of directors seeking re-appointment are given here below:

Name of the Director	Mr. Priyam Shantilal Jhaveri	Mr. Arvind Raoji Doshi	Mr. Pradeep Nanasaheb Desai
DIN	00045038	00015293	01602942
PAN	AAAPJ7656B	ABGPD4654C	AAVPD3288Q
Nationality	Indian	Indian	Indian
Date of Birth / Age	09-03-1955 / 64 Years	26-11-1939 / 79 Years	25-04-1962 / 56 Years
Date of original	29-04-2008	29-04-2008	19-01-2018

appointment
Reappoint for 5 Years	Conclusion of 51st Annual General Meeting of the Company to be held in calendar year 2024	Conclusion of 51st Annual General Meeting of the Company to be held in calendar year 2024	Conclusion of 51st Annual General Meeting of the Company to be held in calendar year 2024
Designation	Independent Director / Non Executive Director	Independent Director / Non-Executive Director	Independent Director / Non Executive Director
Experience / Expertise	He is a Commerce graduate and having rich experience in Chemical Industry	He has a wide experience in industries like Engineering & Automobiles since 1965. He has received Prestigious Dadabhai Naroji International award for Excellence & Achievement in 1999	He is Chemical Engineer and having rich experience in Chemical Industry
Educational Qualifications	Commerce graduate	Civil & Sanitary Engineer from VJTI, Mumbai & Diploma in Business Management.	Chemical Engineer
Companies in which he / she holds Directorship	 Sadhana Nitro Chem Limited  IEL Limited  Excel Industries Limited  Phthalo Colours And Chemicals (India)Limited  Nanavati Chemex Private Limited  PHTHALO Pigments Private Limited  Sonega Trades & Investments Private limited  Nanavati Sons Private Limited  Nanavati Speciality Chemicals Private limited	 Sadhana Nitro Chem Limited	 Sadhana Nitro Chem Limited  Tanishka Microencapsulation Private limited  Aayan Nanotech Private Limited  Life Style Networks Limited
Membership / Chairmanship of Board Committees of the Company	 Audit Committee  Nomination and Remuneration Committee  Stakeholder Relationship Committee	 Audit Committee  Nomination and Remuneration Committee  Stakeholder Relationship Committee  Corporate Social Responsibility Committee	 Audit Committee  Nomination and Remuneration Committee  Stakeholder Relationship Committee
Shareholding as on 31st March, 2019	400	24,996	200
Relationship with other Directors and KMPs	No Relation	No Relation	No Relation
No. of board meetings attended during FY 2018-19	7	7	6
Remuneration sought to be paid	NIL	NIL	NIL

Tel.: 022-23865629 / 23875630 · Fax: 022-23887235
E-mail: [email protected] • Website: www.sncl.com

Remuneration last	NIL	NIL	NIL
paid

For SADHANA NITRO CHEM LIMITED

Sd/- NITIN JANI COMPANY SECRETARY MEMBERSHIP NO: 4757 ADDRESS: Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon West Mumbai 400062 Place : Mumbai Date : 08th August, 2019

Regd. Office: SADHANA NITRO CHEM LIMITED CIN: L24110MH1973PLC016698

Hira Baug, 1st Floor, Kasturba Chowk (C.P. Tank) Mumbai - 400004

Tel: 022-23865629/022-23875630 Fax: 022-23887235 E-mail: [email protected] Website: www.sncl.com

NOTES:

1. A statement pursuant to Sections 102 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto.
1. Relevant documents referred to in the accompanying Notice and the explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 are available for inspection at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and Public Holidays.
1. The Notice is being sent to all the Members, whose names appear in the Register of Members/ Record of Depositories as on Friday, 09th August, 2019. After the dispatch of the Notice, it shall also be displayed on the website of the Company (www.sncl.com) and on the website of M/s. Link In time India Pvt. Ltd (RTA) (www.linkintime.co.in).
1. In compliance with the provisions of Section 110 of the Companies Act, 2013 and the Rules issued thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members are being provided with the facility to cast their vote by electronic means through the e-voting platform provided by M/s. Link In time India Pvt. Ltd (RTA). The process for electronic voting is attached herewith.
1. Electronic copy of the Postal Ballot Notice of the Company along with its Annexures is being sent to the members who have registered their email ids with the Company/Depository Participant(s). For members who have not registered their email ids, physical copies of the aforementioned documents are being sent in the permitted mode.
1. A member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a member casts vote by both modes, then voting done through e-voting shall prevail and the Ballot form shall be treated as invalid.
1. In case of any queries, you may contact the Company at [email protected] or contact the RTA, Link Intime India Private Limited, at [email protected] or at the following address: Hira Baug, 1st Floor, Kasturba Chowk (C.P. Tank) Mumbai – 400004.

INSTRUCTIONS:

Pursuant to Section 110 and other applicable provisions of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), assent or dissent of the Shareholders in respect of the Resolutions contained in the Postal Ballot Notice is being sought through postal ballot process.

All the Equity Shares of the Company are presently held in physical form as well as demat form. The shareholder(s) can opt only one mode of voting, i.e. either by e-voting or physical mode. If you are opting for e-voting, then do not vote by physical postal ballot and vice versa. However, in case shareholders cast their vote by physical ballot and e-voting, then voting done through e-voting will prevail and voting done through physical ballot will be treated as invalid.

The instructions for e-voting are as under:

In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 read with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members a facility to exercise their right to vote on business proposed to be transacted by postal ballot by electronic means and the business may be transacted through e-voting services. The facility of casting votes by the members using an electronic voting system from ("remote e-voting) will be provided by National Securities Depository Limited (NSDL).

I. The facility for voting through the postal ballot form is made available to the members of the Company.
II. The members who have cast their vote by remote e-voting shall not be entitled to cast their vote again.
III. The instruction for remote e-voting are as under:
The remote e-voting period commences on Tuesday, 13th August, 2019 at 09:00 A.M and ends on Wednesday, 11th September, 2019 at 05:00 P.M. During this period, shareholders of the Company holding shares either in physical form or in de-materialized form, as on Friday, 09th August, 2019 may cast their vote by remote e-voting. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
Open e-mail and open PDF file viz; "remote e-Voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.

NOTE: Shareholders already registered with NSDL for e-voting will not receive the PDF file "Remote e-voting.pdf".

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.

Details On Step 1 Are Mentioned Below:

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.
1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

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.

Your User ID details are given below :

Manner of holding shares i.e. Demat	Your User ID is:
(NSDL or CDSL) or Physical

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

1. Your password details 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.
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 enter the 'initial password' and the system will force you to change your password.
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 .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, your 'initial password' is communicated to you on your postal address.
1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
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.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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.
1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
1. Now, you will have to click on "Login" button.
1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 are given below:

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

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are

holding shares and whose voting cycle is in active status.

1. Select "EVEN" of company for which you wish to cast your vote.
1. Now you are ready for e-Voting as the Voting page opens.
1. 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.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
1. 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.
1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]
Mrs. Kumudini Bhalerao, Practising Company Secretary (Certificate of Practice Number 6690) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding 3 working days from the conclusion of the remote evoting period unblock the votes in the presence of at least 2 witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, and forward it to the Chairman of the Company.
The results will be declared on or before Friday, 13th September, 2019. The results declared along with the Scrutinizer's Report will be placed on the website of the Company www.sncl.com and on the website of NSDL and communicated to the Bombay Stock Exchange Ltd.

For SADHANA NITRO CHEM LIMITED

Sd/- NITIN JANI COMPANY SECRETARY MEMBERSHIP NO: 4757 ADDRESS: Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon West Mumbai 400062

Regd. Office: SADHANA NITRO CHEM LIMITED CIN: L24110MH1973PLC016698 Hira Baug, 1st Floor, Kasturba Chowk (C.P. Tank) Mumbai - 400004

Tel: 022-23865629/022-23875630 Fax: 022-23887235 E-mail: [email protected] Website: www.sncl.com

Place : Mumbai Date : 08th August, 2019

POSTAL BALLOT FORM

	Name and Registered Address of the Sole/First named Shareholder	:

	Name(s) of the Jt. Holder(s) 2 (if any)	:

	Registered Folio No. / 3 DP ID No. and Client ID No.	:

	4 Number of Shares(s) held	:

	5 EVEN (e-Voting EVENT Number)	:
	6 User-ID	:
	7 Password	:

I/We hereby exercise my/our vote(s) in respect of the following Resolution(s) to be passed through Postal Ballot for the Special Businesses stated in the Notice of the Company, dated 08th August, 2019 by conveying my / our assent (FOR) or dissent (AGAINST) to the said Resolutions by placing the tick (√) mark in the appropriate box below:

			(For)	(Against)
Item No.	Resolutions	No. of Shares	I/We assent to the Resolution	I/We dissent to the Resolution
	To approve re-appointment of Mr. Priyam Shantilal
1.	Jhaveri (DIN: 0045038) as an Independent Director
	of the Company:
	To approve re-appointment of Mr. Arvind Raoji
2.	Doshi (DIN: 00015293) as an Independent Director
	of the Company:
	To approve re-appointment of Mr. Pradeep
3.	Nanasaheb Desai (DIN: 01602942) as an
	Independent Director of the Company:

Place :

Date : ___________________________

Signature of the Shareholder

Note :

(1) Please read the instructions carefully before exercising your vote.
(2) Last date for receipt of Postal Ballot form by the Scrutinizer is Friday on 13th September, 2019.

EVEN
(Electronic Voting Event Number)	USER ID	*Password

------------------------------------------------------------------------Cut Here----------------------------------------------------------------

*Use Your Password

Instructions:

A Member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage-prepaid self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing postal ballots, if deposited in person or sent by courier / speed post at the expense of the Member will also be accepted.
Alternatively, a Member may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.
This form should be completed and signed by the Member. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first-named Member and in his / her absence, by the next-named Member.
Consent must be accorded by placing a tick mark [√] in the column, 'I assent to the resolution', or dissent must be accorded by placing a tick mark [√] in the column, 'I dissent to the resolution'.
The votes of a Member will be considered invalid on any of the following grounds:
a. unsigned Postal Ballot Forms will be rejected;
b. if the Member's signature does not tally;
c. if the Member has marked his / her / its vote both for 'Assent' and also for 'Dissent' to the 'Resolution' in such a manner that the aggregate Shares voted for 'Assent' and 'Dissent' exceeds total number of Shares held;
d. if the Postal Ballot Form is unsigned, incomplete or incorrectly filled;
e. if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes, or whether the votes are for 'Assent'or 'Dissent', or if the signature could not be verified, or one or more of the above grounds.
Duly completed Postal Ballot Forms should reach the Scrutinizer on or before Wednesday on 11th September, 2019. If any Postal Ballot Form is received after this date, it will be considered that no reply from such Member has been received.
A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled-in duplicate Postal Ballot Forms should reach the Scrutinizer no later than the date specified above.
In case of shares held by Companies, Trusts, Societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution / Power of Attorney/ attested specimen signatures etc. In case of electronic voting, documents such as the certified true copy of Board Resolution / Power of Attorney, along with attested specimen signatures, should be mailed to the Scrutinizer at [email protected], with a copy marked to [email protected], or deposited at the registered office of the Company.
Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage-prepaid envelopes in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.
A Member need not use all his / her votes nor do he / she need to cast his / her votes in the same way.
The Scrutinizer's decision on the validity of the postal ballot shall be final.
Only a Member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer, and any recipient of the Notice who has no voting right should treat the Notice as intimation only.

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Sadhana Nitrochem Ltd. Proxy Solicitation & Information Statement 2019

64100_rns_2019-08-14_3e51dc6d-d08d-4ea2-aa95-5a813e855835.pdf

SADHANA NITRO CHEM LIMITED

Date: 13th August, 2019

Scrip Code — 506642