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Saint-Gobain Sekurit India Ltd. Proxy Solicitation & Information Statement 2024

Jul 31, 2024

59317_rns_2024-07-31_b8d9f6ce-6d5c-4f9a-8e05-34e6ad6ba367.pdf

Proxy Solicitation & Information Statement

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July 31, 2024

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Fort Mumbai 400 001

Scrip Code No. 515043

Dear Sir/Madam,

Sub: Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice of the Company dated July, 26, 2024 along with Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Postal Ballot Notice”) for seeking approval of the Members of the Company on the Ordinary Resolution forming part of the Notice.

In compliance with the provisions of the General Circular No. 20/2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023 (“MCA Circulars”) , this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories/Registrars and Share Transfer Agents and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, July 26, 2024 (‘Cut-off date’). Accordingly, physical copy of the Postal Ballot Notice is not being sent to the Members.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-Voting facility to its Members. The remote e-Voting period commences on Friday, August 2, 2024, from 9.00 a.m. (IST) and ends on Saturday, August 31, 2024 at 5.00 p.m. (IST). The e-Voting module shall be disabled by NSDL thereafter. Please note that communication of assent or dissent of the Members would only take place through the remote e-Voting system. The instructions for remote e-Voting form part of the ‘Notes’ section to the Notice.

The Members whose e-mail address is not registered with the Company/Depositories, to receive the Notice, may register their e-mail address with the Company’s Registrars and Share Transfer Agents, Link Intime Private Limited.

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The Members whose e-mail address is not registered with the Company/Depositories, to receive the Notice may register their email addresses on or before Friday, August 23, 2024 (5:00 p.m. IST) by sending an e-mail at [email protected]. Members holding shares in electronic form are requested to get their e-mail address registered with their respective Depository Participant.

This Notice will also be available on the Company’s website https://www.sekuritindia.com/ and on the website of NSDL www.eVoting.nsdl.com.

This is for your information and records.

Yours faithfully, For Saint-Gobain Sekurit India Limited

GIRISH Digitally signed by GIRISH THANWARDAS THANWARD SHAJANI Date: 2024.07.31 AS SHAJANI 14:08:46 +05'30'

Girish T. Shajani Company Secretary Membership No. A 22547

Encl: As above.

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Saint-Gobain Sekurit India Limited

Saint-Gobain Sekurit India Limited

Registered Office & Works: Plot No. 616 & 617, Village Kuruli Pune-Nashik Road, Chakan Pune 410 501, Maharashtra Tel: No: +91 2135 676 400 / 01, Fax No: +91 2135 676 444

Postal Ballot Notice

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended, ("Management Rules"), General Circular No. 20/2020 read with other relevant circulars, including General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolution appended below, be passed by the Members of the Company (as on the Cut-off Date), through postal ballot (“Postal Ballot”) only by way of remote e-voting (“e-voting”) for the following ordinary resolution:

Item No. Particulars
1 Appointment of Mr. Manigandann R as a Director of the Company

An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons thereof forms part of this Postal Ballot Notice.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instruction for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company/ Depository Participant (“DP”).

The Board has appointed Mr. V.N. Deodhar, Practicing Company Secretary, to act as the Scrutinizer for conducting the Postal Ballot/e-voting process in fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the Listing Regulations, and SS-2, the Company has provided e-voting facility to its Members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating e-voting.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting period 9:00 a.m. IST on Friday,August 2,2024
Conclusion of e-voting period 5:00p.m. IST on Saturday,August 31,2024
Cut-off date for eligibilityto vote Friday,July26,2024

The e-voting facility will be disabled by NSDL immediately after 5:00 p.m. IST on Saturday, August 31, 2024 and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by the Chairman, and the result will be announced within 48 hours from the conclusion of the e-voting period i.e. on or before 5:00 p.m. IST on Monday, September 2, 2024. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. Saturday, August 31, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

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Saint-Gobain Sekurit India Limited

Resolution

Item No. 1 – Appointment of Mr. Manigandann R as a Director of the Company

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

“RESOLVED THAT Mr. Manigandann R (Director Identification No. 09604558), who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, as an Additional, Non-Executive Director of the Company with effect from August 1, 2024, pursuant to Section 161(1) and any other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with related Rules (including any statutory modification(s), amendment(s), variation(s), or re-enactment(s) thereof, for the time being in force) and Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.

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

By Order of the Board of Directors

Girish T. Shajani Company Secretary Membership No. A22547

Mumbai, July 26, 2024

Registered Office:

Plot No. 616 & 617, Village Kuruli Pune-Nashik Road, Chakan Pune 410 501, Maharashtra Tel: +91 2135 676 400/01 Fax: +91 2135 676 444 Email: [email protected] Website: www.sekuritindia.com Corporate Identity Number: L26101MH1973PLC018367

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Saint-Gobain Sekurit India Limited

Notes:

  1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the Listing Regulations for proposed resolution is annexed herewith.

  2. The Postal Ballot Notice is sent to the Members whose names appear on the register of members/list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company/Depository Participant(s), as on Friday, July 26, 2024 (“Cut-off Date”). A person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and pre-paid business reply envelope are not being sent to the Members. The communication of the assent or dissent of the Members would only take place through the e-voting system.

  3. Once the vote on the resolution is cast by the Members, he/she shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, July 26, 2024, being the Cut-off Date fixed for the purpose.

  4. Members holding shares in physical form and who have not yet registered their e-mail address are requested to register the same with the Company by sending an e-mail to [email protected]. Members holding shares in electronic form are requested to get their e-mail address registered with their respective DP on or before Friday, August 23, 2024, (5:00 p.m. IST) to receive this Postal Ballot Notice. Thereafter, the Company would endeavour to send the Postal Ballot Notice to such Members to enable them to cast their vote through e-voting.

  5. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e. Saturday, August 31, 2024 (5:00 p.m. IST). Further, resolution passed by the Members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the Members.

  6. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of the scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within 48 hours from the conclusion of e-voting i.e. on or before 5:00 p.m. IST on Monday, September 2, 2024 and will also be displayed on the Company website www.sekuritindia.com, on the website of NSDL www.evoting.nsdl.com, and communicated to the stock exchange and Registrars and Share Transfer Agents (“RTA”).

  7. All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e. Saturday, August 31, 2024. Members may send their request to from their registered email address mentioning their names, folio numbers, DP ID and Client ID during the voting period.

  8. Members holding shares in electronic mode, who have not registered their email address are requested to register their email addresses with their respective Depository Participant (“DP”).

Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA at [email protected]. Members may follow the process detailed below for availing other services from RTA:

Type of Holder Process to be followed Process to be followed
Physical For availing the following investor services, send a written request in the prescribed forms to the RTA of the Company,
Link Intime India Private Limited, either by email to [email protected] or by post to Link Intime India
Private Limited,C-101,247 Park,L.B.S. Marg,Vikhroli West,Mumbai 400 083
Form for availing investor services to register PAN, email address, bank details and other KYC
details or changes/update thereof for securities held inphysical mode
Form ISR-1
Update of signature of securities holder Form ISR-2
For nomination as provided in the Rule 19 of the Companies (Share Capital and Debenture)
Rules,2014
Form SH-13
Declaration to opt out Form ISR-3
Cancellation of nomination bythe holder(s) (alongwith ISR-3)/Change of nominee Form SH-14
Form for requesting issue of duplicate certifcate and other service requests for shares/debentures/
bonds,etc.,held inphysical form
ISR-4
Demat Please contact your DP and register your email address and bank account details in your demat account, as per the
process advised by your DP

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Saint-Gobain Sekurit India Limited

  1. SEBI has mandated the submission of PAN, KYC details and nomination by holders of physical securities and linking PAN with Aadhar vide its Circulars dated March 16, 2023 and November 17, 2023. Shareholders are requested to submit their PAN, KYC and nomination details to the Company’s RTA Link Intime Private Limited at [email protected]. The forms for updating the same are available at www.sekuritindia.com/investor_information>shareholders information>intimation to shareholders. Members holding shares in electronic form are requested to submit their PAN to their DP.

Instructions for e-voting:

The process to vote electronically on NSDL e-Voting system consists of 2 steps:

Step 1: Access to NSDL e-Voting system

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

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

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

Type of shareholders Login Method
Individual Shareholders
holding securities in demat
mode with NSDL.
1.
Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
nsdl.com either on a Personal Computer or on a mobile. On the e-Services home
page click on the “Benefcial Owner” icon under “Login” which is available under
‘IDeAS’ section , this will prompt you to enter your existing User ID and Password.
After successful authentication, you will be able to see e-Voting services under Value
added services. Click on “Access to e-Voting” under e-Voting services and you will be
able to see e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
2.
If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number held with NSDL),
Password/OTP and a Verifcation Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
4.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.

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Saint-Gobain Sekurit India Limited

Type of shareholders Login Method
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. 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.
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.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot 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.

Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending
a request at [email protected] or call at 022 – 4886 7000
Weblink to contact: https://www.evoting.nsdl.com/eVotingWeb/contactus.do
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] or contact at toll free no.
1800 22 55 33

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

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

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

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

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

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Saint-Gobain Sekurit India Limited

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h ttps://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.

  1. Your User ID details are given below :
Your User ID details are given below :
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a)
For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then
your user ID is IN300
12**.
b)
For Members who hold shares in
demat account with CDSL.
16 Digit Benefciary ID
For example if your Benefciary ID is 12** then your user ID
is 12**
c)
For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered with the Company
For example if folio number is 001 and EVEN is 101456 then user
ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. 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.

  4. 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, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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

  6. 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.

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

  8. 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.

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

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

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

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

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Saint-Gobain Sekurit India Limited

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

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

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

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

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

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

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

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

  7. 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]. 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 or send a request to [email protected], or contact Amit Vishal, Deputy Vice President, or Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., at the designated email ID: [email protected] to get your grievances on e-voting addressed.

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] or [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] or [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 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.

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Saint-Gobain Sekurit India Limited

Explanatory Statement pursuant to Sections 102(2) and 110 of the Companies Act, 2013

Item No. 1: Appointment of Mr. Manigandann R as a Director of the Company

The Board of Directors, in its meeting held on July 26, 2024, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Manigandann R (Director Identification No. 09604558) as an Additional, Non-Executive Director of the Company with effect from August 1, 2024, and pursuant to the provisions of Section 161(1) of the Act and Articles of Association of the Company, he is eligible for appointment as a Director. He possesses expertise in Finance and Finance Strategy and brings extensive experience, making his appointment as a Non-Executive Director will be beneficial. His appointment as a Director on the Board will be subject to Members’ approval.

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

Further details of Mr. Manigandann R have been given in the Annexure to this Notice.

The Board of Directors recommends the Ordinary Resolution set out in Item No. 1 of this Notice for approval of the Members.

Except Mr. Manigandann and his relatives, none of the other Directors or Key Managerial Personnel or their relatives are concerned or interested in the Resolution set out in Item No. 1 of this Notice.

By Order of the Board of Directors

Girish T. Shajani Company Secretary Membership No. A22547

Mumbai, July 26, 2024

Registered Office:

Plot No. 616 & 617, Village Kuruli Pune-Nashik Road, Chakan Pune 410 501, Maharashtra Tel: +91 2135 676 400/01 Fax: +91 2135 676 444 Email: [email protected] Website: www.sekuritindia.com

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Saint-Gobain Sekurit India Limited

Corporate Identity Number: L26101MH1973PLC018367

Additional information on director recommended for appointment as required under Regulation 36 of Listing Regulations and applicable secretarial standards

Item No. 1:

Item No. 1:
Name of the Director Mr. Manigandann R
Director Identifcation Number 09604558
Date of Birth January 28, 1979
Age 45 years
Date of frst appointment on the Board Effective May 21, 2022, Mr. Manigandann R served the Company as
Whole-Time Director ("WTD") and relinquished his position as WTD
with effect from July 31, 2024
Mr. Manigandann R is appointed as an Additional, Non-Executive
Director of the Company with effect from August 1, 2024
Qualifcation B.com, CWA, PG in Banking Management
Brief Resume including experience Mr. Manigandann R obtained his Bachelor of Commerce (1999)
from The American College, Madurai. Post-Graduation in Banking
Management (2001) from Madurai Kamaraj University, Madurai.
He is fellow member of the Institute of Cost Accountants of India.
Joined Grindwell Norton Ltd. as Manager Finance (Saint-Gobain
group company) and served in various capacities over 6 years. He was
deputed to Compagnie de-Saint-Gobain, Paris before returning as CFO
of Saint-Gobain Sekurit India Limited in 2016
Expertise in specifc functional role Finance, Finance Strategy
Terms and Condition of Appointment Appointed as an Additional, Non-Executive Director of the Company
with effect from August 1, 2024 and eligible to be appointed as Director
of the Company
As per Item No. 1 of the Notice, the approval of the Members is sought
for his appointment as a Non-Executive Director of the Company, liable
to retire by rotation
Remuneration last drawn (including sitting fees, if any) `45.96 Lakhs as WTD and CFO
Remuneration proposed to be paid No Remuneration is payable
Relationship with other Directors/Key Managerial
Personnel
Not related to any Director/Key Managerial Personnel
Number of meetings of the Board attended during
the year (FY 2024-25)
3/3 as WTD
Directorship held in other listed companies (excluding
foreign companies and Section 8 companies) as on
August 1, 2024
Nil
 Relinquished his position as Whole-Time Director from
Saint-Gobain Sekurit India Limited with effect from July 31, 2024
Membership/Chairmanships of the Committees of
other listed companies (includes only Audit Committee
and Stakeholders Relationship Committee) as on
August 1, 2024
Nil
Inter-se relationship with other Director and Key
Managerial Personnel of the Company
Nil
Number of equity shares held in the Company as on
August 1, 2024
a)
in own name
b) as a benefcial owner
Nil

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