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SBC EXPORTS LIMITED Proxy Solicitation & Information Statement 2022

May 23, 2022

59233_rns_2022-05-23_c0febdc9-9125-45da-a231-1176f757830a.pdf

Proxy Solicitation & Information Statement

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Ref: D/2022-23/12

Date: 23.05.2022

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To, Listing Department National Stock Exchange of India Limited ‘Exchange Plaza’. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051 Symbol: SBC

To, Listing Department BSE Limited P.J. Towers, Dalal Street Mumbai-400001 Scrip Code: 542725

Subject: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice dated 23[rd] May, 2022 together with the Explanatory Statement thereto, seeking consent of the Members of SBC Exports Limited (“the Company”), by way of special resolution through postal ballot ( including remote e‐voting) for “Approval and adoption of addition of a new clause in main object of the company and consequent alteration of the memorandum of association of the company” in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities & Exchange Board of India (“SEBI”) in this regard.

This is for your information and records.

Thanking You

For SBC Exports Limited.

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(Hariom Sharma) Company Secretary and Compliance Officer M. No. A41738

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SBC EXPORTS LIMITED

CIN: L18100UP2011PLC043209 Registered Office: House No.-20, L ohiya Talab, Choti Basahi, P.O. Vindhyachal Mirzapur, Uttar Pradesh- 2 31307, Telephone: 0120-2895246, Website: www.sbce x portslimited.com, Email: info@sbcexportslimited. c om

NOTICE OF POSTAL BALLOT/E-VOTING Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration Rules), 2014

Dear Shareholders,

Notice is hereby given that pur s uant to the provisions of the Section 110 and other applicable provisions, if any of the Companie s Act, 2013 read with rule 20 & 22 of the Compani e s (Management & Administration) Rules, 2014 (inclu d ing any statutory modification or re-enactment thereof for the time being in force), and pursuant to a p plicable provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requir e ments) Regulations, 2018, Securities and Exchange Board of India (Listing Obligations and Disclosure s Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-e n actment thereof for the time being in force, to t r ansact the Special Business set out in this notice as the Special/Ordinary Resolution through Postal Ballot (including e- voting process) by the members of SBC EXPORTS LIMITED (“The Company”).

The proposed resolution and explanatory statement pertaining to the said resol u tion, pursuant to sections 102 and 110 of the Comp a nies Act, 2013 setting out the material facts con c erning each items and the reason thereof is appende d herewith for your consideration.

The Company has engaged the se r vices of National Securities Depository Limited (“NSDL”) to provide the e-voting facility. Accordingly, members may cast their vote electronically through the NSDL e- voting platform. Instructions on E- v oting are enumerated as part of the Notice.

E-voting facility is available at t h e link https://www.evoting.nsdl.com/ from Tuesday, 24th May, 2022, 9.00 a.m. (IST) onwards to Wednesday, 22nd June, 2022, 5.00 p.m. (IST). Shareholders are requested to read carefully the e -voting instructions given in the Notes forming p art of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Tuesday, 17th May, 2022 has appointed Mr. Asim Kumar Mandal, (Memb e rship no. 46621) Proprietor of M/s. Kumar Mandal & Associates, Practicing Company Secretaries, Delhi, as the Scrutinizer for conducting the Postal B allot process in a fair and transparent manner.

The Scrutinizer, after completion o f scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Post a l Ballot would be announced by the Chairperson o f the Company on Friday, 24[th] June, 2022 at the Co m pany’s registered office. Members desiring to exe r cise their vote by postal ballot are requested to ca r efully read the instructions printed in the Postal Ballot Form and return the same duly completed.

The duly completed postal ballot form(s) should reach the scrutinizer at 92/2, Go v ind Puri, Kalkaji, New Delhi-110019 or at email id A [email protected] not later than 05:00 p.m. on 22nd June, 2022 otherwise it will be strictly tr e ated as if reply from the member has not been re c eived.

In addition to the results being co m municated to BSE Limited (BSE) & National Stock Exchange Limited (NSE), the results along with Sc r utinizer’s report will also be placed on Comp a ny’s website viz. www.sbcexportslimited.com and s hall also be available at the Company’s regist e red office on all working days (except Saturday & S u nday) from 11 a.m. to 4 p.m.

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The resolutions, if passed by the r equisite majority, shall be deemed to have been p assed on the last date specified by the Company for voting i.e. 22nd June, 2022.

The resolution for the purpose a s stated herein below is proposed to be passe d by Postal Ballot (including E-voting process):

SPECIAL BUSINESS

ITEM NO. 1 – ADDITION OF A NEW CLAUSE IN MAIN OBJECT OF THE COMPANY AND CONSEQUENT ALTERATION OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

“RESOLVED THAT pursuant to th e provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with applicable Rules and Regulations made thereunder, including any statutory modificat i on(s) or re-enactment(s) thereof for the time b e ing in force, and subject to such approvals, per m issions and sanctions of Registrar of Comp a nies, appropriate authorities, departments or bodi e s as and to extent necessary, consent of the members of the Company be and is hereby accord e d for effecting the addition of a new clause in t h e existing Object Clause of the Memorandum of Association (“the MOA”) of the Company in the followi n g manner:

Clause III of the MOA be altered b y addition of a new clause in the existing Object C lause of the MOA with the following:

9. “To carry on the business of providing Manpower Supply, Human Resource Management, placement and recruiting, Selecting, Interviewing, Training and Employing all types of executives, Middle Management Staff, Junior Level Staff, Workers, Labourers Skilled/Unskilled required by various Industries and organizations including providing security services, Labour contractors, Industrial, Commercial, Housing and other security services and workers for office management and to conduct employment bureau and to provide consultancy and other services in connection with requirements of persons and manpower supply in India and abroad.”

RESOLVED FURTHER THAT the B o ard of Directors of the Company and/or Compan y Secretary of the Company be and is/are hereby joi n tly/severally authorized to do all such act(s), dee d (s), things and to execute all documents, deeds and writings, including but not limited to preparing, e x ecuting and filing necessary forms, applications, d o cuments with Registrar of Companies, stock Exchanges, National Securities Depository Limited (NS D L),Central Depository Services (India) Limited (C D SL) and/ or such other authorities as may be necess a ry for the purpose.

By Order of the Board of Directors For SBC Exports Limited Sd/Hari Om Sharma Company Secretary & Compliance Officer M.No.: 41738

Place: Ghaziabad Date: 23rd May, 2022

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NOTES:

  1. The Explanatory Stateme n t pursuant to Sections 102 and 110 of the Co m panies Act, 2013 stating all material facts a n d the reasons for the proposal is annexed herewit h .

  2. The Board of Directors of the Company (“the Board”) at its meeting held on T uesday, 17th May, 2022 has appointed Mr. A s im Kumar Mandal, Practicing Company Secretary firm (Membership No. A- 46621 & COP No. 1 7 039) to act as “The Scrutinizer” for conducting t h e Postal Ballot in accordance with the Act a n d in a fair and transparent manner.

  3. The Postal Ballot Notice is being sent to all the members, whose names appe a r as on 13th May, 2022 , in the Register of members maintained by the Depositories i.e. N ational Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (C D SL). Voting Rights shall be reckoned on the paid up value of the shares registered in the name o f the members as on the cutoff date. The P o stal Ballot Notice is sent electronically to all the shareholders who have registered their email address with the Company/ Depositories and to o ther shareholders by Registered Post/ Courier. Any person who is not a Member as on the said c ut-off date should treat this Notice for infor m ation purposes only.

  4. Shareholders who have re g istered their e-mail IDs with their Depository Par t icipants/Company are being sent Notice of P o stal ballot by e-mail and Shareholders who have n o t registered their e-mail id will request to pl e ase register their mail ids with the Company.

  5. The members can opt only one mode for voting i.e. either by physical ballot or e-voting. If you are opting for e-voting, t h en do not vote by physical ballot and vice-versa. However, in case Member(s) cast their vot e both via physical ballot and e-voting, the vo t ing validity done through e-voting shall prevail and voting done by physical ballot shall be trea t ed as invalid.

  6. Voting rights in e-voting c a nnot be exercised by a proxy. However, corporat e and institutional members shall be entitled to vote through their authorised representatives w ith proof of their authorisation.

  7. In compliance with provisi o ns of Section 108 of the Companies Act, 2013, re a d with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is p leased to provide its members the facility to exercise their right to vote by electronic mea n s as an alternate mechanism. For this pur p ose, the Company has entered into an agreem e nt with National Securities Depository Limited (NSDL) for facilitating e-voting in order to enable the members to cast their votes electronic a lly instead of dispatching postal ballot form.

  8. The voting period begins o n Tuesday, 24th May, 2022, 9.00 a.m. (IST) onwa r ds to Wednesday, 22nd June, 2022, 5.00 p. m . (IST). The e-voting module shall be disabled b y NSDL for voting thereafter. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or c ast the vote again.

  9. The results of the Postal Ballot will be declared on Friday, 24th June, 2022. The results of the Postal Ballot will be host e d on the website of the Company viz. www.sbc e xportslimited.com and will also be communic a ted to the Stock Exchange where the equity shar e s of the Company are listed. The results of t h e Postal Ballot will be declared by the Chairperso n or in his absence by the Managing Director or Company Secretary, or any other person so authorised by the Chairperson and it will dis p lay at Company’s Registered Office. The resolutio n s will be taken as passed if the results of the Postal Ballots indicate that the requisite majority of the shareholders assented to t h e Resolution.

  10. The resolutions, if passed by the requisite majority, shall be deemed to ha v e been passed on the last date specified by t he Company for e-voting i.e. 22nd June, 2022.

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  1. The voting rights of memb e rs shall be in proportion to their shares of the paid up equity share capital of the Company as o n the cut-off date of 13th May, 2022.

  2. The Scrutinizer’s decision o n the validity or otherwise of the Postal Ballot wil l be final.

  3. Documents referred to in t his notice and explanatory statement are open fo r inspection by the shareholders at the Regist e red Office of the Company on all working days ( e xcept Saturday & Sunday) from 11:00 am to 4:00 pm from the date of dispatch of the Postal B allot Notice up to the completion of Postal B a llot i.e. 22nd June, 2022.

The instructions for voting are as under:

A) Voting through Physical Postal Ballot Form:

A member desiring to exercise vot e shall complete the enclosed Postal Ballot Form w ith assent (for) or dissent (against) and send it to S crutinizer in the closed self-addressed prepaid p ostage envelope. However, in case a member sends the Postal Ballot Form by courier or registered p o st or delivers it in person at his/her expense, such Postal Ballot Form will also be accepted, but it has to reach the Scrutinizer on or before 05:00 P.M. on 22nd June, 2022.

14. PROCEDURE / INSTRUCTIONS FOR REMOTE E-VOTING:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on N SDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated D e cember 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding s e curities in demat mode are allowed to vote th r ough their demat account maintained with Deposito r ies 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 shareh o lders holding securities in demat mode is given b e low:

Type of
shareholders
Login Method Login Method
Individual
Shareholders
holding securities
in demat mode
with NSDL.
1.
2.
3.
If you are
Services we
https://eser
Once theh
Owner”ico
screen will
successfula
“Access toe
Voting page
service pro
website for
If the use
available at
Portal or clic
Visit the
followingU
Computero
already registered forNSDL IDeAS facility, plea
bsite of NSDL. Open web browser by typing the
vices.nsdl.com/
either on a Personal Computero
ome page of e-Services is launched, click on th
n under “Login” which is available under“IDeAS”
open. You will have to enter your User ID andP
uthentication, you will be able to see e-Voting ser
-Voting” under e-Voting services and you will be
. Click on options available against company nam
vider - NSDLand you will be re-directed to
casting your vote during the remote e-Voting perio
r is not registered for IDeAS e-Services, option
https://eservices.nsdl.com
.Select“Register Onl
k athttps://eservices.nsdl.com/SecureWeb/Idea
e-Voting website of NSDL. Open web browser
RL:https://www.evoting.nsdl.com/
either on
r on a mobile. Once the homepage of e-Vo
se visit the e-
following URL:
r on a mobile.
e“Beneficial
section. A new
assword. After
vices. Click on
able to see e-
e ore-Voting
NSDL e-Voting
d.
to register is
ine for IDeAS”
sDirectReg.jsp
by typing the
a Personal
tingsystem is

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launched,
‘Shareholde
enter yourU
NSDL), Passw
successfula
wherein yo
company na
redirectedt
remote e-Vo
click
on
the
icon
“Login”
which
is
av
r/Member’ section. A new screen will open. Yo
ser ID (i.e. your sixteen digit demat account num
ord/OTP and a Verification Code as shown on the
uthentication, you will be redirected to NSDLD
u can see e-Voting page. Click on options ava
me ore-Voting service provider - NSDLand
o e-Voting website of NSDL for casting your vo
ting period.
ailable
under
u will have to
ber held with
screen. After
epository site
ilable against
you will be
te during the
Individual
Shareholders
holding securities
in demat mode
with CDSL
1.
2.
3.
4.
Existing use
user id and
without any
Easiest
www.cdslind
After succes
Voting Menu
NSDL.Click
If the user is
https://web
Alternatively
Account Num
The system
Email as re
user will be
Votingis in
rs who have opted for Easi / Easiest, they can logi
password. Option will be made available to reach
further authentication. The URL for users tol
are
https://web.cdslindia.com/myeasi/home
ia.com
and click on New System Myeasi.
sful login of Easi/Easiest the user will be also ab
. The Menu will have links ofe-Voting service
onNSDLto cast your vote.
not registered for Easi/Easiest, option to register
.cdslindia.com/myeasi/Registration/EasiRegistrati
, the user can directly access e-Voting page by p
ber and PAN No. from a link inwww.cdslindia.co
will authenticate the user by sending OTP on regis
corded in the demat Account. After successfula
provided links for the respective ESP i.e.NSDL
progress.
n through their
e-Voting page
ogin to Easi /
/login
or
le to see the E
provider i.e.
is available at
on
roviding demat
m
home page.
tered Mobile &
uthentication,
where the e-
Individual
Shareholders
(holding
securities in
demat mode)
login through
their depository
participants
You can alsol
your Depositor
Once login, yo
option, you wi
authentication
against compa
redirected toe
e-Voting period
ogin using the login credentials of your demat ac
y Participant registered with NSDL/CDSL for e-V
u will be able to see e-Voting option. Once you cli
ll be redirected to NSDL/CDSL Depository sitea
, wherein you can see e-Voting feature. Click on op
ny name ore-Voting service provider-NSDLan
-Voting website of NSDL for casting your vote dur
.
count through
oting facility.
ck on e-Voting
fter successful
tions available
d you will be
ing the remote

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSD
L
Members facing any technical issue in login
NSDL helpdesk by sending a request at
[email protected]
or call at toll free no.:
and 1800 22 44 30
can contact
1800 1020 990
Individual Shareholders holding
securities in demat mode with CDS
L
Members facing any technical issue in login
CDSL helpdesk by sending a request at
[email protected]
or contact
23058738 or 022-23058542-43
can contact
at 022-

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-into NSDL e-Voting website?

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

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  1. Once the home page of e -Voting system is launched, click on the icon “L o gin” which is available under ‘Sharehold e rs’ section.

  2. A new screen will open. You will have to enter your User ID, your P a ssword 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.co m / with your existing IDEAS login. Once you l o g-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can p r oceed to Step 2 i.e. Cast your vote elect r onically.

4.
Your User ID details aregiv
en below :
Manner of holding shares i.e
or CDSL) or Physical
. Demat (NSDL
Your User ID is:
a) For Members who hold shar
account with NSDL.
es in demat
8 Character DP ID followed by 8D
ID
For example if your DP ID is IN
Client ID is 12** then your
IN300
12*.
igit Client
300
* and
user ID is
b) For Members who hold shar
account with CDSL.
es in demat
16 Digit Beneficiary ID
For example if your Benefici
12**
then
your
use
12**
ary ID is
r
ID
is
c) For Members holding shar
Form.
es in Physical
EVEN Number followed by Foli
registered with the company
For example if folio number is
EVEN is 101456 then user ID is 101
o Number
001 and
456001
  1. Your password details are g iven below: a) If you are already re g istered for e-Voting, then you can user your existi n g password to login and cast your v o te.

  2. b) If you are using NSD L e-Voting system for the first time, you will need t o retrieve the ‘initial password’ w h ich was communicated to you. Once you retrie v e your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your passwor d .

  3. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent t o you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password t o open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of cli e nt ID for CDSL account or f olio number for shares held in physical form. The .pdf file contains you r ‘User ID’ and your ‘initial password’.

  4. (ii) If your email ID is not registered, please follow steps menti o ned below in process for those shareholders whose email ids are not registered .

    1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
  5. a) Click on “ Forgot User Details/Password ?”(If you are holding shares i n your demat account with NSDL or C DSL) option available on www.evoting.nsdl.com.

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

  7. 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.

  8. d) Members can also use t he OTP (One Time Password) based login for casti n g the votes on the e-Voting system of NSDL.

    1. After entering your passw o rd, tick on Agree to “Terms and Conditions” by s e lecting on the check box.
    1. Now, you will have to clic k on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

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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 S t ep 1, you will be able to see the Home page of e- V oting. Click on e- Voting. Then,click on Acti v e Voting Cycles.

  2. Select “EVEN” of company for which you wish to cast your vote. 3. Now you are ready for e-V o ting as the Voting page opens. 4. Cast your vote by select i ng appropriate options i.e. assent or dissent, v erify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted .

  3. Upon confirmation, the m e ssage “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the p rint option on the confirmation page.

  4. Once you confirm your vot e 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 F o rmat) of the relevant Board Resolution/ Authori t y letter etc. with attested specimen signatu r e 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].

  • It is strongly recommende d not to share your password with any other person and take utmost care to keep your passwo r d confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, y ou will need to go through the “Forgot User Details/Password?” or “Physical User Reset P assword?” option available on www.evoting. n sdl.com to reset the password.

  • In case of any queries, yo u may refer the Frequently Asked Questions (FAQ s ) for Shareholders and e-voting user manual for Shareholders available at the dow n load section of www.evoting.nsdl.com o r call on toll free no.: 1800-222-990 or se n d a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested sc a nned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to ([email protected] o m ).

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Nam e , client master or copy of Consolidated Account st a tement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy o f Aadhar Card) to ([email protected] o m ). If you are an Individual shareholders holding s ecurities 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] o .in for procuring -

user id and password for e voting by providing above mentioned documents.

  1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual sh a reholders holding securities in demat mode ar e allowed to vote through their demat ac c ount maintained with Depositories and Depository Participants. Shareholders are required t o update their mobile number and email ID corre c tly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013 SETTING OUT MATERIAL FACTS:

Item No. 1

The equity shares of your Compan y are listed and actively traded on The National S t ock Exchange of India Limited and the BSE Limited.

The Company and management proposed to insert a new clause to the existing main object clause of Memorandum and Association of the Company in view of the expansion of the b usiness activities. Although the Company is curren t ly providing the Manpower supply /Human Res o urces Services to various Govt. organizations but th e y are limited to the IT related services only. Sinc e your Company is expanding its business activities a n d the Management is of the view that it should provide all types of Manpower Supply/ human resourc e s activities be it technical or non technical, skill e d or unskilled, IT related or non IT related etc. Acc o rdingly the Board of Directors of your Company o n 17th May, 2022, approved the insertion of New O bject, in the existing main object clause of Memorandum and Association of the Company.

Pursuant to section 13 of the Companies Act, 2013, alteration/insertion in object clause of Memorandum and Association of t he Company requires consent of the Members b y way of Special Resolution.

A copy of Memorandum and Asso c iation of the Company as on date and also indic a ting the proposed amendments is available for inspe c tion at the Company’s registered office on all working days (except Saturday & Sunday) from 11 a.m. t o 4 p.m.

The Board of Directors of the Co m pany do hereby confirm that none of the Directo r s, Key Managerial Personnel and relatives thereof ar e interested in aforesaid resolution.

The Board recommends the resol u tion set forth in item no. 1 for the approval o f the members as Special Resolution.

By Order of the Board of Directors For SBC Exports Limited Sd/Hari Om Sharma Company Secretary & Compliance Officer M.No.: 41738

Place: Ghaziabad Date: 23rd May, 2022

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SBC EXPORTS LIMITED

CIN: L18100UP2011PLC043209

Registered Office: House No.-20, Lohiya Talab, Choti Basahi, P.O. Vindhyachal Mirzapur, Uttar Pradesh231307, Telephone : 0120-2895246,

Website : www.sbcexportslimited.com, Email: [email protected]

POSTAL BALLOT FORM

Postal Ballot No……..

  1. Name(s) of Shareholder(s) : (Including Joint holders, if any)

  2. Registered address of the Sole/First named : Shareholder

  3. Registered Folio No./DP ID No./ Client ID No. : (Applicable to Shareholders holding share(s) in Demat form)

  4. Number of Share(s) held :

I/We hereby exercise my/our vote in respect of the resolution to be passed through Postal Ballot as stated in the Notice dated 23rd May, 2022 of the Company by sending my/our assent or dissent to the said Resolution by placing the tick (✓) mark in the appropriate box below:

Item
No
Brief Particulars of the Resolution No of Shares I /We assent to the
Resolution
(FOR)
I /We dissent
to the
Resolution
(AGAINST)
1. Special
Resolution foraddition of a New
Clause in Main Object of the Company and
consequent Alteration of the Memorandum
of Association of the Company.

Place: Date: (Signature of the Shareholder)

Notes: 1) Each equity share of the Company carries one vote.

  • 2) Please read carefully the instructions printed overleaf before exercising the vote.

Last Date for Receipt of Postal Ballot Form by the Scrutinizer: Wednesday, 22nd June, 2022 upto 5:00 p.m.

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INSTRUCTIONS

  1. A member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed business reply envelope. However, envelopes containing Postal Ballot Form, if sent by courier or by registered post at the expense of the shareholder will also be accepted.

  2. The self-addressed envelope bears the address of the Scrutinizer appointed by the board of directors of the Company.

  3. This Postal Ballot Form should be completed and signed by the shareholder as per the specimen signature registered with the Company or the Depository Participant. In case of joint holding, this Postal Ballot Form should be completed and signed by the first named shareholder and in his absence, by the next named joint shareholder.

  4. There will be only one Postal Ballot Form for every Folio/ Client ID irrespective of number of joint holders.

  5. The votes should be casted either in favour or against by putting the tick (√) mark in the column provided for assent or dissent. Postal Ballot Form bearing tick marks in both the columns for the same shares will render the Postal Ballot Form invalid.

  6. Unsigned, incorrectly signed or incomplete Postal Ballot Forms will be rejected.

  7. Shareholders are requested to carefully read the instructions printed in the Postal ballot form and return the form duly completed in the attached self -addressed postage prepaid envelope, so as to reach the Scrutinizer at [email protected] before the closing of working hours on 5.00 p.m. of Thursday, 10th February, 2022. Please note that Postal Ballot Form(s) received after the said date will be treated as not having been received.

  8. Voting rights shall be reckoned on the number of shares registered in the name of the shareholders as on Friday, 31st December, 2021.

  9. Postal Ballot Forms signed in the representative capacity must be accompanied by the requisite certified true copy of power of attorney/resolution of board of directors of the corporate shareholder being represented. If the same is/ are already registered with the Company, please quote the registration no. beneath the signature.

  10. Shareholders are requested not to send any other paper along with the Postal Ballot Form. They are also requested not to write anything on the Postal Ballot Form except giving their assent or dissent and putting their signature.

  11. The result of the postal ballot will be declared in the newspapers for the information of the shareholders, uploaded on the Company's website www.sbcexportslimited.com and communicated to the stock exchanges where the Company's shares are listed.

  12. The Scrutinizer's decision on the validity of a postal ballot will be final.