Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Shilp Gravures Ltd. Proxy Solicitation & Information Statement 2025

Feb 3, 2025

62675_rns_2025-02-03_618a5bcb-c4da-4949-bc87-38aee6ecb19f.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

®

CIN : L27100GJ1993PLC020552

==> picture [159 x 56] intentionally omitted <==

February 3, 2025

To BSE Limited

P. J. Towers, Dalal Street, Mumbai – 400001

Scrip Code: 513709

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) – Revised - Postal Ballot Notice

With reference to our submission dated January 31, 2025, we had submitted Postal Ballot Notice of the Company for appointment of an Independent Director. There are some changes in the Instructions of evoting, we rectified the same and also sent revised copy of Postal Ballot Notice to the Shareholders of the Company. It may be noted that there are no changes in the information as provided in the earlier intimation.

You are requested to take the above on your record.

Thanking you,

Yours faithfully, For Shilp Gravures Limited

Digitally signed by Harsh Rameshbhai Hirpara Harsh DN: c=IN, o=Personal, title=8285, 2.5.4.20=19b6a33db32dbd5cffaf16968a00b2d 554bd49c27e4e844e54fc66e6b79fcf31, Rameshbhai postalCode=380015, st=Gujarat, serialNumber=d8b63648b30ca2285caaeae18 b20c80896bb43fc4478f17c8c574dc3986a40a4 , cn=Harsh Rameshbhai Hirpara Hirpara Date: 2025.02.03 17:43:19 +05'30'

__

Harsh Hirpara Company Secretary

==> picture [43 x 43] intentionally omitted <==

SHILP GRAVURES LIMITED

(CIN: L27100GJ1993PLC020552) Registered O�ice: 778/6, Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Tal: Kalol, Dist. Gandhinagar, Gujarat – 382721. Phone: 02764-286323/286324 Email: [email protected] Website: www.shilpgravures.com

NOTICE OF POSTAL BALLOT

[Notice pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108 and Section 110 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 the Companies (Management and Administration) Rules, 2014 (“the Rules”) and in accordance with the guidelines prescribed by the Ministry of Corporate A�airs (MCA) inter-alia for conducting Postal Ballot through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023 and SEBI circular dated May 12, 2020, dated January 15, 2021, dated May 13, 2022, January 5, 2023 and dated October 6, 2023 (collectively referred to as “Circulars”) read with Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“Listing Regulations”) and applicable Secretarial Standards (SS-2) and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), that the Company proposes to seek approval of the members by passing of the proposed resolutions appended below through postal ballot by remote e-voting process (E-voting).

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, January 24, 2025. In compliance with Sections 108 and 110 of the Act read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice.

Members may note that this Notice will also be available on Company’s website www.shilpgravures.com and on the Stock Exchange website (www.bseindia.com) and MUFG

P a g e 1 | 12

Intime India Private Limited website (www.instavote.linkintime.co.in). Any member seeking e- copy of this notice may write to us at [email protected].

Special Business:

Item No. 1 - Approval for appointment of Mr. Jayantilal Tapubhai Jhalavadia (DIN: 01754051), as an Independent Director of the Company for a period of five years w.e.f. December 12, 2024

Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Companies Act, 2013, and Regulation 16 and 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any (including any statutory modification or re-enactment thereof for the time being in force), and as recommended by Nomination and Remuneration Committee and approved by the Board of Directors, Mr. Jayantilal Tapubhai Jhalavadia (DIN: 01754051) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with e�ect from December 12, 2024 and for a term up to December 11, 2029.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as it may deem necessary, expedient or desirable to give e�ect to this resolution.”

By Order of Board of Directors For, Shilp Gravures Limited Sd/Harsh Hirpara Company Secretary and Compliance O�icer

Place: Rakanpur Date: 30[th] January, 2025 Registered O�ice:

778/6, Pramukh Industrial Estate, Sola - Santej Road, Village: Rakanpur, Tal: Kalol, Dist. Gandhinagar, Gujarat – 382721. CIN: L27100GJ1993PLC020552

NOTES:

  1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out the material facts and reasons for the proposed resolutions are annexed hereto.

  2. on Friday, January 24, 2025 (cut-o� date) will be considered for the purpose of reckoning the voting rights and sending the notice. A person who is not a Member of the Company as on the cut-o� date, should treat this Notice for information purpose only. Any person,

P a g e 2 | 12

who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as on the cut-o� date shall follow the same procedure for e-Voting as provided for below.

  1. MCA & SEBI vide its relevant circulars, have permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members shall take place through the process of remote e-voting only.

  2. The Company has engaged the services of MUFG Intime India Private Limited for providing Remote e-voting facility to the Members of the Company. The Remote e-voting facility is available at the link www.instavote.linkintime.co.in. Members are requested to carefully read the related notes to this Postal Ballot Notice and instructions given thereunder.

  3. The voting period will commence on Tuesday, February 4, 2025 at 09.00 a.m. (IST) and ends on Thursday, March 6, 2025 at 05.00 p.m. (IST) (inclusive of both days). The Remote e-voting module shall be disabled by MUFG Intime India Private Limited for voting thereafter. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

  4. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-o� date i.e. Friday, January 24, 2025.

  5. The Board has, pursuant to Rule 22(5) of the Companies (Management and Administration) Rules 2014, appointed Mrs. Monica Kanuga, Practicing Company Secretary holding Membership No. F3868 and Certificate of Practice No. 2125 as the Scrutinizer for conducting the voting process through Postal Ballot E-Voting in accordance with the law and in a fair and transparent manner.

  6. Upon completion of scrutiny of the e-voting, the Scrutinizer shall submit his report within two working days from the end of the remote e-voting period to the Chairman or any other person authorised by him, who shall countersign the same. Thereafter, the Chairman or the person authorised by him in writing shall declare the result of the voting forthwith.

  7. The Results declared along with the Scrutinizer’s Report shall be displayed at the Registered O�ice and Corporate o�ice of the Company and placed on the Company’s website www.shilpgravures.com and on the website of MUFG Intime India Private Limited for immediately after the result is declared by the Chairman; and the results shall also be communicated to the Stock Exchange where the shares of the Company are listed.

  8. The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf. The resolution, if approved by the requisite majority (i.e. through Special resolution) of members by means of Postal Ballot through remote e-voting, shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Thursday, March 6, 2025 (“deemed date of passing of the resolutions”).

  9. All documents referred to in the Notice and Explanatory Statement including disclosure of directors are available for inspection by the members at the Registered o�ice / Corporate O�ice of the Company on all working days between 2.00 P.M. (IST) and 4.00 P.M. (IST) from the date of dispatch of the Notice upto the last date of e-voting i.e. Thursday, March 6, 2025. All the documents referred to in the accompanying Notice and Explanatory Statements, shall also be available for inspection through electronic mode, basis the request being sent by the members on [email protected] stating their name and Folio no./DP ID-Client ID/ Beneficiary ID.

P a g e 3 | 12

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access e-Voting facility.

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

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com

  • b) Enter User ID and Password. Click on “Login”

  • c) 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.

  • d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • b)

  • c) Post successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

  • a) Visit URL: https://www.evoting.nsdl.com

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL),

P a g e 4 | 12

  • a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com. b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

  • b)

  • c) Post registration, user will be provided username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

  • a) Visit URL: https://www.cdslindia.com

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

P a g e 5 | 12

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-o� date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

  • b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

  • B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

P a g e 6 | 12

  • Set the password of your choice

  • (The password should contain minimum 8 characters, at least one special Character

  • (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C.

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • A. ‘Investor ID’ –

P a g e 7 | 12

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • d) Enter “16-digit Demat Account No.” for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  • f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b)

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) “Download Sample Vote File” tab.

  • f) and upload the same under “Upload Vote File” option.

  • g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

  • (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

P a g e 8 | 12

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 [email protected] or call at :
022 - 4886 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
[email protected] or contact at toll free no. 1800
22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

P a g e 9 | 12

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 THE COMPANIES ACT, 2013

Item no. 1: Approval for appointment of Mr. Jayantilal Tapubhai Jhalavadia (DIN: 01754051), as an Independent Director of the Company for a period of five years w.e.f. December 12, 2024.

1. Board of Directors’ Recommendation:

In accordance with the provisions of Section 102 of the Companies Act, 2013, and the SEBI Listing Regulations, 2015, the Board of Directors presents this Explanatory Statement for the appointment of Mr. Jayantilal Jhalavadia (DIN: 01754051) as an Independent Director of the Company.

The Nomination & Remuneration Committee, in its meeting held on December 12, 2024, recommended the appointment of Mr. Jayantilal Jhalavadia (DIN: 01754051) as an Independent Director. Subsequently, subject to the approval of the members, the Board of Directors, in their meeting held on December 12, 2024, approved appointment Mr. Jayantilal Jhalavadia (DIN:

P a g e 10 | 12

01754051) for a term of 5 consecutive years with e�ect from December 12, 2024, and up to December 11, 2029.

The Board acknowledges Mr. Jayantilal Jhalavadia as a person of integrity, possessing relevant expertise and experience. The appointment is in line with the criteria of an Independent Director as prescribed in Section 149(6) read with Regulation 16(1)(b) of SEBI Listing Regulations, 2015. The Board a�irms that his appointment is Independent of the management.

2. Statutory Requirement:

Pursuant to Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is required to obtain approval of shareholders for the appointment of a director at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, this proposal is being brought before the members for consideration through postal ballot keeping in mind the above statutory requirement.

DISCLOSURES UNDER REGULATION 36(3) OF THE LISTING REGLATIONS READ WITH SS-2 FOR APPOINTMENT OF MR. JAYANTILAL JHALAVADIA INDEPENDENT DIRECTOR

The relevant details of Mr. Jayantilal Jhalavadia (DIN: 01754051), Independent Director seeking appointment under Item No. 1, as required under Regulation 36(3) of the Listing Regulations read with applicable provisions of the Companies Act, 2013 and relevant Secretarial Standards are given herein below:

Full Name Mr. Jayantilal Jhalavadia
Director Identification Number(DIN) 01754051
Age 73years
Date of Birth 28th February,1951
Qualification Bachelor of Science
Experience and Expertise Jayantilal Tapubhai Jhalavadia has over four
decades of experience in finance and
accounts. He attended Gujarat University to
pursue bachelor’s degree in science in 1972.
He is a retired official of the State Bank of
India. He has associated with Rajoo Group at
Veraval-Shapar in various capacities since
1995. He was earlier associated with Rajoo
Engineers Limited in the capacity of a Chief
Financial Officer (CFO) and currently CFO of
M/s Essen Specialty Films Limited since
December 1,2022.
Skills and Capabilities Mr. Jayantilal Jhalavadia
possesses the
necessary skills, experience, knowledge and
capabilities identified by the Committee and
the Board and required for the role of an
Independent Director of the Company. He has
expertise in the areas of Accountancy,
Finance,
Risk
Management,
Business

P a g e 11 | 12

==> picture [425 x 156] intentionally omitted <==

----- Start of picture text -----

Management and Banking and possesses
appropriate skills, expertise and
competencies required by the Board.
Shareholding (Equity Shares) 4100
Relationship with other directors and KMP None
Member/Chairperson of committees of the None
Company
Directorships held in other listed companies None
Resignations from the Listed Companies in None
the past three years.
Chairpersonship of committees held in other None
companies
----- End of picture text -----

P a g e 12 | 12