Sanrhea Technical Textiles Ltd. — AGM Information 2020

Dec 8, 2020

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NOTICE

Notice is hereby given that the 37th Annual General Meeting (AGM) of the members of Sanrhea Technical Textiles Limited (“the Company”) will be held on Monday, 28th December, 2020 at 9.00 a.m. through Video Conferencing / Other Audio Visual Means (VC) to transact the following business :

ORDINARY BUSINESS:

Item no. 1 - Adoption of financial statements

To consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2020 and the reports of the Board of Directors (‘the Board’) and Auditors thereon.

Item no. 2 - Appointment of Smt. Tejal Patel as a director liable to retire by rotation To appoint a Director in place of Smt. Tejal Patel (DIN: 01130165), who retires by rotation and being eligible offers herself for re-appointment.

SPECIAL BUSINESS

Item no. 3 - Reappointment of Managing Director To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution

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“RESOLVED THAT pursuant to provisions of Section 196, 197, 203 and other applicable provisions
of the Companies Act, 2013 read with Schedule V thereof, the recommendations of Nomination &
Remuneration Committee and the Board of Directors, the consent of Members of the Company be
and is hereby accorded to the re-appointment of Shri Tushar Patel (DIN 00031632) as Managing
Director of the Company for the period of three years with effect from August 1, 2020 on the following
terms and conditions:
a) Term of appointment: Three years with effect from August 1, 2020
b) Salary: Up to 8,00,000/- (Rupees Eight Lakh only) per month.
c) Commission at the rate of 1% on the net profits of the company calculated as per the relevant
provisions of the Companies Act, 2013.
d) Perquisites:
i. Leave travel allowance for self and family once in a year as per rules of the Company,
ii. Medical expenses actually incurred by him and his family subject to maximum of one month
salary,
iii. Club fees,
iv. The Company shall provide a car for business and personal use and reimburse the running
and maintenance expenses of the car owned by the Managing Director for business and
personal use.
v. Provision for telephone at residence/personal long distance calls will be paid by the
Company.
vi. Medical and personal accident insurance.
e) The Company will make suitable contribution towards Provident Fund, Superannuation Fund and
Annuity Fund.
f) Gratuity will be payable as per Rules of the Company.
g) Leave as per Rules of the Company including encashment of unavailed leave at the end of the
tenure.
h) Bonus to be paid as per Company policy or The Payment of Bonus Act, 1965.
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RESOLVED FURTHER THAT Shri Tushar Patel functions as the Managing Director of the Company and his office shall be subject to retirement by rotation.

RESOLVED FURTHER THAT the remuneration payable to Shri Tushar Patel, shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies

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Act, 2013 or such other limits as may be prescribed from time to time and in the event of absence or inadequacy of profits in any financial year, the salary and perquisites are subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in the said regard.”

Item no. 4 - To appointment of Shri Biren Suryakant Patel as an Independent Non-Executive Director.

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

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Biren Suryakant Patel (DIN: 01010778), Independent Non-Executive Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for appointment, be and is hereby appointed as an Independent NonExecutive Director of the Company to hold office for first term of five consecutive years with effect from 30th September, 2020 to 29th September, 2025 and whose office shall not be liable to retire by rotation”.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto”.

By order of the Board of Directors For Sanrhea Technical Textiles Limited sd/Place : Ahmedabad Dharmesh Patel Date : 14.09.2020 Company Secretary

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Notes:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM 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 thereat and cast their votes through e-voting.

3. The Members can join the AGM in the VC/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.

4. 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.

5. The Register of Members and the Share Transfer Books of the Company will remain closed from December 21, 2020 to December 28, 2020 (both days inclusive).

6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (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.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.sanrhea.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.

8. 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, 2020and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

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

The remote e-voting period begins on 25th December, 2020 (9.00 a.m.) and ends on 27th December, 2020 (5.00 p.m.). The remote e-voting module shall be disabled by NSDL for voting thereafter.

- 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: 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 is 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.

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

3. A new screen will open. You will have to enter your User ID, your Password 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 :

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 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:

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.

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• 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.

• 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 evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

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

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

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

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

Details on Step 2 is 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.

2. 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.

3. Select “EVEN” of company for which you wish to cast your vote.

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

5. 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.

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

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

8. 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 csdoshiac@gmail.com with a copy marked to evoting@nsdl.co.in.

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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.

2. 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 toll free no.: 1800-222-990 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

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 dk.sanrhea@gmail.com

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 dk.sanrhea@gmail.com

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGMARE 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.

3. 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.

4. 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 the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-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. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

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

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respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

1. 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 (company email id). The same will be replied by the company suitably.

Company’s Details:

SANRHEA TECHNICAL TEXTILES LIMITED

Parshwanath Chambers, 2nd Floor, Nr. New RBI, Income Tax, Ahmedabad - 380 014. E-mail ID: sanrhea@gmail.com

Registrar and Transfer Agent: LINK INTIME INDIA PRIVATE LIMITED

5TH Floor, 506 TO 508, Amarnath Business Centre - 1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off C G Road, Elliesebridge, Ahmedabad - 380006. Tel No.: +91 79 26465179, Fax: +91 79 26465179 E-mail ID: ahmedabad@linkintime.co.in

Scrutinizer :

SPANJ & ASSOCIATES

Practising Company Secretaries TF/1, Anison Building, SBI Lane, Nr. Stadium Circle, C. G. Road, Ahmedabad - 380009 E-mail ID: csdoshiac@gmail.com

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• Explanatory Statement Pursuant to Section 102(1) of The Companies Act, 2013

Item No. 3

The tenure of Shri Tushar Patel as a Managing Director of the Company, will expire on July 31, 2020. Considering his rich and varied experience in the industry and his involvement in the operations of the Company over a long period of time, as recommended by the Nomination and Remuneration Committee, the Board re-appointed him as the Managing Director for a period of 3 years w.e.f. August 1, 2020 on such terms and conditions including the remuneration and perquisites as mentioned in resolution, subject to the approval of Shareholders of the Company at the ensuing AGM.

The Board is confident about Shri Tushar Patel being able to function and discharge his duties in an able and competent manner.

Disclosure as required under Schedule XIII of the Companies Act, 1956 and Schedule V to the Companies Act, 2013 is given hereunder and Annexure to this Notice.

The Board recommends the resolution as set out in the accompanying notice for the approval of members as a Special Resolution.

Except Shri Tushar Patel and Smt. Tejal Patel, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in the proposed resolution.

Item No. 4

Shri Biren Suryakant Patel (DIN: 01010778), was appointed as an Additional Independent NonExecutive Director of the Company by the members at the 03/BM/202021, Board Meeting of the Company held on 14th September, 2020 till the upcoming 37th AGM meeting to be held for F.Y. 2019-20.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a 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, Shri Biren Suryakant Patel (DIN: 01010778), being eligible for appointment as an Independent Director and offering himself for appointment, is proposed to be appointed as an Independent Director for second term of five consecutive years from 30th September, 2020 upto 29th September, 2025. The Company has received declaration from him stating that he meets 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. He has also given his consent to continue to act as Director of the Company, if so appointed by the members. In the opinion of the Board, Shri Biren Suryakant Patel (DIN: 01010778), fulfils 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 appointment as an Independent Non-Executive Director of the Company and is independent of the management. Copy of the draft letter for appointment of Shri Biren Suryakant Patel (DIN: 01010778), as an Independent Non- Executive Director 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, upto and including the date of AGM of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Shri Biren Suryakant Patel (DIN: 01010778), as an Independent Director. Accordingly, the Board recommends passing of the Special Resolution in relation to appointment of Shri Biren Suryakant Patel (DIN: 01010778), as an Independent Director for

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the term of five consecutive years with effect from 30th September, 2020 upto 29th September, 2025, for the approval by the shareholders of the Company.

Except Shri Biren Suryakant Patel (DIN: 01010778), being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the accompanying Notice of the AGM. Shri Biren Suryakant Patel (DIN: 01010778), is not related to any Director of the Company.

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Annexure to Notice

Details of the Director seeking appointment /re-appointment in the forthcoming Annual General Meeting

[in pursuance to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings]

Name	Smt. Tejal Patel	Shri Tushar Patel	Shri Biren Patel
Date of Birth	06/12/1967	07/11/1965	30/09/1969
Qualifications	B.Com	B.Com & M.B.A.	Triple Degree from Northeastern Universityin Boston
Expertise in Specific Functional Areas	Finance	Technical & Finance	Management, Marketing and International Business.
Date of first appointment in the current designation	13/02/2015	10/08/1987	14/09/2020
Relationship with other Directors / Key Managerial Personnel	Spouse of Shri Tushar Patel and not related to any other Director / KMP	Spouse of Smt. Tejal Patel and not related to any Director / KMP	-
Directorships held in other Public Companies(excludingforeign companies)	-	-	-
Membership/ Chairmanship of Committees across Public Companies	-	-	-
Memberships/ Chairmanship of Committees of other Public Companies	-	-	-
Shareholding % in the Company	8.02	19.98	-

Disclosure as required under Schedule XIII of the Companies Act, 1956 and Schedule V to the Companies Act, 2013 is given hereunder:

• I. GENERAL INFORMATION:

1. Nature of Industry :

The Company Sanrhea, an ISO 9001:2015 approved Company set up its facility to manufacture industrial fabrics in 1997 as a small convertor and has grown over the years to become one of the largest and most reputed manufacturers of RFL - Dipped fabrics for Conveyor Belts, Tyres and other Rubber Products. The company has today established itself as one of the most accepted and respected manufacturer of various industrial fabrics & technical fabrics in India.

2. Date or expected date of commencement of commercial production: The Company is a manufacturing industrial fabrics since 1997 and as such there is no date of commencement of commercial production.

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus Not Applicable

4. Financial performance based on given indicators

During the year under report, Sales of the company is Rs. 3,437.62 Lakhs as compare to Rs. 4,621.41 Lakhs in the previous year. Gross Loss of the Company is Rs. 63.09 Lakhs as compare to Profit of Rs. 159.62 Lakhs for the previous year. After providing Depreciation, Finance Charges and Taxation, the company has incurred Net Loss of Rs. 108.98 Lakhs.

5. Foreign investments or collaboration:

The Company is a regular Exporter of RFL - Dipped fabrics for Conveyor Belts, Tyres and other Rubber Products.

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• II. INFORMATION ABOUT THE APPOINTEE: As required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the particulars of Directors who are proposed to be appointed are given below.

1. Background Details:

Mr. Tushar Patel belongs to an Industrial family from Gujarat having a reputed and established name in the Textile Industry over three generations. Mr. Patel is an MBA with International Finance from the George Washington University, Washington D.C. Mr. Patel, started his career as a trainee in his father's textile mill, Ms. Mahendra Mills Ltd - One of the largest composite textile units of India. Having gained substantial technical and business experience he ultimately took over as Executive Director of the Mills. Envisaging a very bright prospect in the field of Technical Textiles and having gained substantial technical knowledge over his initial ten years of work at Mahendra Mills, Mr. Patel established Sanrhea Technical Textiles Ltd. in 1996 to manufacture specialised industrial fabrics to cater to the needs of the Tyre, Rubber, Automobile and Infra-structure Industry. A Self trained technocrat entrepreneur, Mr. Patel has today established his Company's product.

2. Past Remuneration:

Mr. Tushar M Patel had drawn remuneration of Rs. 49.40 Lakhs during the financial year 201920 as Managing Director of the Company.

3. Recognition or Awards: Not applicable.

4. Job Profile and Suitability of the Appointee: Director has been in KMP position since last couple of years and has been contributing in his role towards achievement of the common objectives of the organization. Hence, on that basis the recommendation of the Nomination and Remuneration Committee and approval of the Board, Mr. Tushar Patel as Managing Director is suitable candidates for his re-appointment of the Company.

5. Remuneration Proposed: The appointee will be paid remuneration as following or such other limit as may be ascertained under the provisions of Schedule V of the Act, payable as per rules and policies of the Company, for a term of three years w.e.f. 01 August 2020.

No.	Name of the Director	Designation	Remuneration(p/m)
1.	Shri Tushar Patel	ManagingDirector	Upto 8,00,000

6. Comparative remuneration profile with respect to the industry, size of the Company, profile of the position and person:

Taking into account the size of the Company, industry benchmark in general, profile, position, responsibilities, capabilities and the involvement of Managing Director in the Company, the proposed remuneration to the appointee is reasonable and in line with the remuneration levels in the Industry, across the country and befits his position.

7. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any Apart from receiving managerial remuneration and holding of 19.98% of Equity Shares of the Company, he does not have any other pecuniary relationship with the Company.

III. OTHER INFORMATION

1. Reasons of loss or inadequate profits: - Uncertainty and availability of raw material;

• Direct competition with China.

2. Steps taken or proposed to be taken for improvement

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• The company has started to keep reasonable quantity of raw material in advance.

• To overcome with biggest competitor, our Company is consistently improving quality in products and developing new products for domestic market as well as international market.

3. Expected increase in productivity and profits

The Company is committed to build the business operations within budget and considering that the business operates on a going concern basis, it is believed that financial position of the Company will improve further in near future. The big thrust that the Government has given to the development of Roads and Ports in India, and the pace at which the Highways are being added will have a very positive effect on the Cement, Steel, and Mining Industry, which will revive the demand for our prime product segment of Conveyor Belting Fabrics. This will also have a positive effect on the Automobile and Tyre Industry, where our other product line finds its market.

IV. Disclosures:

1. The remuneration package of all the managerial persons are given in the respective resolutions.

2. The above explanatory statement (together with Annexure thereto) shall be construed to be memorandum setting out the terms of the appointment/re-appointment as specified under Section 190 of the Companies Act, 2013.

By order of the Board of Directors For, Sanrhea Technical Textiles Limited

sd/-

Place : Ahmedabad Date : 14.09.2020

Dharmesh Patel Company Secretary

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