Shaily Engineering Plastics Ltd. — Proxy Solicitation & Information Statement 2023

Oct 9, 2023

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SEPL/SE/Oct/23-24 October 9, 2023

The General Manager, Corporate Relations/Listing Department BSE Limited Floor 25, P.J. Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 501423

The Manager, Listing Compliances Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051 Scrip Code: SHAILY

Sub : Postal Ballot Notice

Ref : Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot.

The Notice is being sent to all the Members, whose names appear in the Register of Members/list of Beneficial owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email address is registered with the Company/Depositories as on Friday, 6[th] October 2023, for considering the following business elaborated in the Postal Ballot Notice:

Item Subject of the Business /Proposed resolutions No. 01. To approve the Alteration of Capital Clause of Memorandum of Association of the Company

The voting period will commence on Tuesday, 10[th] October 2023 at 09:00 a.m., IST and end on Wednesday, 8[th] November 2023 at 05:00 p.m., IST.

The aforesaid Postal Ballot Notice is also available on the website of the Company at https://www.shaily.com/investors/compliances-policies/postal-ballot

Kindly take the same on record.

Thanking You.

Yours truly,

For Shaily Engineering Plastics Limited

DIMPLE ASHWINBHAI MEHTA Digitally signed by DIMPLE ASHWINBHAI MEHTA DN: c=IN, o=PERSONAL, title=8748, pseudonym=28dd610549b34b4aadfc7aa64744d799, 2.5.4.20=1d1ed0723db621091a253decb769954c330209284ee0d9f45202148baf7a44fb, postalCode=390012, st=Gujarat, serialNumber=be901a7b4cfd5ff4b6e3310581e678582e8fcab3536586c4a365ba53eccbf1a6, cn=DIMPLE ASHWINBHAI MEHTA Date: 2023.10.09 14:24:08 +05'30' Dimple Mehta Company Secretary & Compliance Officer M. No. A 31582

Encl: Notice of Postal Ballot

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Shaily Engineering Plastics Limited CIN : L51900GJ1980PLC065554

Regd. Office: Survey No.: 364/366, At & Po. Rania- 391780, Ta. – Savli, Dist. –Vadodara Phone No.: 75748 05122; 75748 05181 Email: investors@shaily.com Web: www.shaily.com

Notice of Postal Ballot

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

NOTICE is hereby given to the Members of Shaily Engineering Plastics Limited (the “Company”), pursuant to the provisions of Sections 108 and 110 of the Companies Act 2013, (the “Act”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations”), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (SS-2) read with General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31[st] December, 2020, General Circular No. 10/2021 dated 23[rd] June, 2021, General Circular No. 20/2021 dated 8[th] December, 2021, General Circular No. 03/2022 dated 5[th] May, 2022, General Circular No. 11/2022 dated 28[th] December, 2022 and General Circular No. 09/2023 dated 25[th] September, 2023 (collectively referred to as ‘MCA Circulars‘) and all other applicable provisions framed under the Act, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and other applicable provisions, if any, that the Company is seeking consent of the Members of the Company by means of Postal Ballot, to the resolution appended below, proposed to be passed through Postal ballot by voting through electronic means only (remote e-voting).

As permitted under the MCA Circulars, the Notice of Postal Ballot is being sent in electronic form only to those members whose e-mail addresses are registered with the Company/Depositories.

If your e-mail address is not registered with the Company / Depositories, please follow the process provided in the Notes of the Notice to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communications of the assent or dissent of the Members would only take place through the remote-e-voting system only. In compliance with the requirements of the MCA Circulars, the hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot.

The proposed resolution and the explanatory statement pertaining to the resolution in terms of the provisions of Section 102 of the Act, as appended hereto, forms part of this Postal Ballot Notice.

The Company has appointed Mr. S Samdani, Partner of Samdani Shah & Kabra, Company Secretaries, Vadodara as Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair & transparent manner.

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

Voting through remote e-voting commences from Tuesday, 10[th] October 2023 at 9:00 a.m. and ends on Wednesday, 8[th] November 2023 at 5:00 p.m. The e-voting module shall be disabled by NSDL for voting after Wednesday, 8[th] November 2023 (05:00 p.m., IST). The Scrutinizer’s decision on the validity of votes shall be final.

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The Scrutinizer will submit the Report to the Chairman or the Managing Director or the Company Secretary of the Company upon completion of the scrutiny of the votes cast through remote e-voting. The result of the Postal Ballot shall be declared on or before Friday, 10[th] November 2023, at the Registered Office of the Company before the close of working hours.

The proposed resolution as set out herein below, shall be deemed to be passed on the last day of the Postal Ballot voting period i.e., Wednesday, 8[th] November 2023, as if the same have been passed at a General Meeting of the members convened in that behalf.

The results along with the Scrutinizer’s Report will be posted on the Company’s website, viz. www.shaily.com and also on the website of NSDL, viz., www.evoting.nsdl.com in addition to being communicated to the BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com where the Company’s shares are listed.

Special Business requiring consent of shareholders through Postal Ballot:

Item No. 1) Alteration of Capital Clause of Memorandum of Association of the Company

To Consider, and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Section 13 read with 61 and all other applicable provisions, if any of the Companies Act, 2013 (including any amendment or re-enactment thereof for the time being in force) and the Rules framed thereunder and subject to the approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate authorities or bodies, if any, the approval of the Members of the Company be and is hereby accorded for amendment of the existing Clause V of the Memorandum of Association of the Company by substituting with the following clause:

V. The Authorised share capital of the Company is ₹16,00,00,000 (Rupees Sixteen Crores only) comprising of 8,00,00,000 (Eight Crores only) Equity Shares of ₹2/- (Rupees Two only) each”.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Executive Directors and Company Secretary of the Company be and are hereby severally authorised to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to do all such acts, deeds, matters, and things and to give such directions as may be necessary or expedient for the purpose of giving effect to the above Resolution.”

Registered Office: Survey No. 364/366, At. & Po. For and on behalf of the Board of Directors Rania – 391 780 Tal. Savli, Dist. Vadodara Gujarat, India

Place: Rania, Vadodara Date: October 6, 2023

Mahendra Sanghvi Executive Chairman DIN: 00084162

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Notes:

1. The Explanatory Statement pursuant to section 102 read with section 110 of the Companies Act, 2013 (the ‘Act’) setting out material facts and reasons in respect of the resolution as set out above, is annexed hereto and forms part of this Notice.

2. In compliance with 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 / Registrar and Share Transfer Agent. Accordingly, the communications of the assent or dissent of the Members would take place through the e-voting system only. Therefore, those Members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below in e-voting Instructions.

3. In compliance with the MCA Circulars, Postal Ballot Notice is being sent only electronically by email to the members who have registered their e-mail addresses with the Depository or with the Company or Registrar and Share Transfer Agent and whose names appear in the Register of Members / List of beneficial owners as received from Depositories as on Friday, 6[th] October 2023 (the “cut-off date”). Members whose names appear on the Register of Members / List of Beneficial Owners as on the CutOff Date will only be considered eligible for the purpose of e-voting. A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only.

4. Voting rights of the members shall be in proportion to the equity shares held in the paid-up equity share capital of the Company as on the Cut-Off Date.

5. The Postal Ballot period for remote e-voting commences on Tuesday, 10[th] October 2023 at 09:00 a.m., IST and ends on Wednesday, 8[th] November 2023 at 05.00 p.m., IST.

6. Resolution passed by Members with requisite majority through remote e-voting shall be deemed to be passed on Wednesday, 8[th] November 2023 i.e., the last date specified for receipt of votes through remote e-voting as if they have been passed at a General Meeting of the Members.

7. In compliance with the provisions of Sections 108 and 110 of the Act and the Rules made thereunder, Regulation 44 of the Listing Regulations and MCA Circulars, the Company has provided the facility to Members to exercise their votes electronically through the remote e-voting. The Company has engaged the services of NSDL to provide remote e-voting facility to its Members. The instructions for remote e- voting are annexed to this Notice.

8. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.shaily.com, website of the Stock Exchanges i.e., BSE Limited (BSE) at www.bseindia.com, National Stock Exchange of India Limited (NSE) at www.nseindia.com and on the website of National Securities and Depository Limited at www.evoting.nsdl.com respectively.

9. All the material documents, if any, referred to in the statement setting out material facts annexed thereto will be available for inspection at the Registered Office of the Company during office hours on working days and also available electronically from the date of dispatch until the last date for receipt of votes through remote e-voting. Members seeking to inspect the same can send an email from their registered email to the Company at investors@shaily.com.

10. Shareholders are requested to register their e-mail address with Bigshare Services Pvt Ltd , by clicking the link: https://www.bigshareonline.com/ and follow the registration process as guided therein. Shareholders are requested to provide details such as Name, Folio number, Certificate number, PAN, mobile number, e-mail ID, and also upload the image of share certificate and a duly signed request letter (upto 1 MB) in PDF or JPEG format.

Alternatively, Members may send a request to the RTA of the Company, Bigshare Share Services Pvt Ltd . at registering email ID: investor@bigshareonline.com. A request letter providing name of the Member, Folio No., mobile no., and email address to be registered/updated and signed by Member (first holder, in case of jointly held) and self-attested scanned copy of PAN.

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Voting through Electronic Means:

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Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in https://eservices.nsdl.com either on a Personal Computer or on a
demat mode with NSDL. mobile. On the e-Services home page click on the “ Beneficial
Owner” icon under “Login” which is available under ‘IDeAS’
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name 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 hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name 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.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in through their existing user id and password. Option will be made
demat mode with CDSL 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
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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 onwww.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 Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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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.

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 :

5.	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
	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. 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 inprocess for those shareholders whose email ids are not registered

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

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

- Step 2: Cast your vote electronically 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 samdanics@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Ms. Pallavi Mhatre of NSDL Official) at evoting@nsdl.co.in

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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 (selfattested scanned copy of Aadhar Card) by email to secretarial@shaily.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 secretarial@shaily.com. 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 .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

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 at samdanics@gmail.com with and/or to the Company at investors@shaily.com

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

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhatre, Assistant Manager – NSDL 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.

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Explanatory Statement under Section 102 of the Companies Act, 2013

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Item No. 1)

The shareholders of the Company in their 43[rd] Annual General Meeting held on Friday, 29[th] September 2023 had accorded their approval for “Sub-division of Equity Shares of the Company from the nominal value of ₹10/- (Rupees Ten Only) to ₹2/- (Rupees Two Only) per Equity share” as set out at item no. 5 of the Notice of 43[rd] Annual General Meeting dated Saturday, 2[nd] September, 2023 (“Notice of AGM”) and also approved consequential “Alteration of Capital clause of Memorandum of Association of the Company” as set out at Item No. 6 of the Notice of AGM. However, the Company identified that number of shares was wrongly mentioned in the amended clause V given in the resolution at item no. 6 of the Notice of AGM inadvertently. Hence, the Company seeks Members approval for Alteration of Capital Clause of Memorandum of Association of the Company consequent to Sub-division of Equity Shares of the Company by way of Postal Ballot through remote e-voting.

In view of the above, the Board of Directors of the Company through circular resolution passed on Friday, 6[th] October 2023 has accorded their consent to obtain members approval for alteration of the Capital clause of Memorandum of Association of the Company consequent to sub-division of equity shares of the Company through Postal Ballot. As per the provision of the Section 13 and 61 of the Companies Act, 2013, any alteration in the Capital clause of Memorandum of Association of the Company shall be in effect only after the approval of the Members by passing an Ordinary Resolution.

The resolution pertaining to Alteration of Capital clause of Memorandum of Association of the Company at item no. 6 of the Notice of AGM, which was approved by the Members of the Company in the 43[rd] Annual General Meeting shall be rescinded in subsequent Meeting of shareholders in compliance with the provisions of the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”).

In view of above, the consent of the Members of the Company is being sought by way of an Ordinary Resolution as set out in this Postal Ballot Notice.

None of the Directors, Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

The Board recommends the Resolution as set out in this Postal Ballot Notice for approval of the Members of the Company as an Ordinary Resolution.

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