Shreyans Industries Limited. — Proxy Solicitation & Information Statement 2020

Nov 26, 2020

O. Shreyans lndustries Limited

Regd. Office :Village Bholapur, P Chandigarh Road, Ludhiana - 141 O. Sahabana, 123 lndia

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26TH NOVEMBER 2O2O

To

Bombay Stock Exchange Ltd.P}eir oze Jeej eebhoy Towers,Dalal Street, Mumbai 400 001	National Stock Exchange of India Ltd.Exchange Plaza, Bandra Kurla Complex,Bandra (West) Mumbai - 400 051

Scrip Code: 516016

Code: SHREYANIND

SUBJECT: NOTICE OF POSTAL BALr,gtlE-VqTING

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2075, please find enclosed hirewith the Notice of Postal Ballot/E-voting ("Notice"), seeking approval of the Shareholders of the Company by way of Special Resolution for the malier set out in the Notice dated 9ft November 2O20.-Pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 20 13 and rules made thereunder ."ua *ittt General circular Nos. 14/2020 dated April B, 2o2o, lr/2020 dated April 13, 2o2o, 22l2O2O dated June 15, 2O2O and 33l2O2O dated September 28,2O2O issued by Ministry of Corporate Affairs, this Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses .i" regGtered with the Company/Depository Participants and whose names are recorded in the Register of Members/Beneficial owners of the Company as on the Cut-off date i.e. Frialay, ZO,r, November 2O2O {"Cut-off date"). The communication of the assent/dissent of the shareholders of the company would take place through the e-voting system only.

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to its Shareholders. T-he e-voting period shall commence on Monday, 30e November 2o2o at 09.00 A.M. (IST) and"end on Tuesday, 29ft December 2020 at 05.00 p.M. flsr). The e-voting'module shall be disabled by the CDSL for e-voting thereafter. The voting rights oi tfr. Shareholders shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

The Notice will also be available on the company's website www.shreJzansgroup.com.

Kindly take the same on record.

Thanking you, Yours Faithfully, For INDUSTRIES LIMITED

hita vij) COMPANY SECRETARY FCS:921O

ENCL: Postal Ballot Notice dtd 9th November 2020

BRANCH OFFICES :-

• 5 A-0, Gopala Tower, 25 Rajendra Place, New Delhi-1 10 008 Tel # 0 1 1 -257 21 042, 257 321 04 F ax # I 1 - 1 1 -257 5227 1 E-mail ; sil.delhi@shreyansgroup.com
• 912, Hub Town, Viva Building, 9th Floor, Shankar Wadi, Western Express Highway, Jogeshwari (East), Mumbai - 400 060. Tel. #: 022-67084631

SHREYANS INDUSTRIES LIMITED

CIN: L17115PB1979PLC003994

Regd. Office: Village Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana -141123, Punjab Contact Details: Telephone: 0161 2685270 Mail Id: cs@shreyansgroup.com; atl@shreyansgroup.com, Website: www.shreyansgroup.com

POSTAL BALLOT NOTICE

(Pursuant to Section 108 and 110 of the Companies Act 2013 and Rules made there under)

Dear Shareholders,

Notice is hereby given in terms of the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (''the Act'') read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (''the Rules'') (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations") and in accordance with the guidelines issued by the Ministry of Corporate Affairs for holding general meetings/conducting postal ballot process 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 and 33/2020 dated September 28, 2020 ("MCA Circulars") that the resolution appended below is proposed to be passed by the Shareholders of Shreyans Industries Limited ("the Company") through postal ballot by way of electronic voting only ("Postal Ballot/e-voting").

Detailed explanatory statement setting out the material facts concerning the resolution and instructions for e-voting are annexed to the Notice of Postal Ballot/e-voting (the "Notice").

SPECIAL BUSINESS: ITEM NO. 1:

TO CONSIDER AND APPROVE APPOINTMENT OF MS. HARBHAJAN KAUR BAL (DIN 00008576) AS AN INDEPENDENT DIRECTOR (NON-EXECUTIVE)

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 160 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the consent of the Company be and is hereby accorded to appoint Ms. Harbhajan Kaur Bal (DIN 00008576), who was recommended by the Board of Directors in their meeting held on 9th November 2020 as an Additional Director (Non-Executive Independent) and who has submitted a declaration that, she meets the criteria for independence as provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company for a term upto Five (5) years with effect from 9th November, 2020 to 8th November, 2025, not being liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018 approval of the Shareholders of the Company be and is hereby granted for appointing/continuing the directorship of Ms. Harbhajan Kaur Bal who has exceeded the age of 75 years as an Independent Director of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such act, deeds and things and to execute all such documents, instruments and writings as may be required to give effect to the aforesaid resolution**."**

NOTES:

• 1. The Explanatory Statement pursuant to Section 102(1) of the Act read with Rule 22 of the Rules setting out the material facts and the reasons for the proposed resolution is annexed hereto and forms part of this Notice.
• 2. As per Section 110 and other applicable provisions of the Act read with Rule 20 & 22 of the Rules, cut-off date for the purpose of reckoning the Voting rights is Friday, 20th November 2020 ("Cut-off Date"). A person who is not a Shareholder as on the Cut-off Date should treat this Notice for information purpose only.
• 3. In accordance with the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by e-mail to all those Shareholders whose e-mail addresses are registered with the Company's Registrar and Transfer Agent or with the Depository Participants and whose names appear in the Register of Shareholders/Register of Beneficial Owners as on 20th November 2020.

The Notice shall also be uploaded on the website of the Company (www.shreyansgroup.com), on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com) in compliance with the MCA Circulars.

All the Shareholders of the Company as on the Cut-off Date shall be entitled to vote in accordance with the process specified in Note No. 9. As per the MCA Circulars and in view of limited postal and courier services, physical copies of the Notice, Postal Ballot Form and prepaid business reply envelope are not being sent to the Shareholders for this Postal Ballot. The Company hereby requests all its Shareholders to register their e-mail IDs, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the Shareholders through e-mail.

• 4. Those Shareholders who have not yet registered their email addresses are requested to get their email addresses registered with the Company at cs@shreayansgroup.com, atl@shreyansgroup.com or the Company's Registrar and Transfer Agent i.e. Skyline Financial Services Private Limited at D-153 A, Ist Floor, Okhla Industrial Area, Phase – I, New Delhi-110 020, Tel.: +91 11 40450193-97, Email: parveen@skylinerta.com, admin@skylinerta.com
• 5. Dispatch of the Notice shall be deemed to be completed on Friday, 27th November 2020.
• 6. In compliance with the provisions of Section 108 and 110 of the Act read with the Rules made thereunder, MCA Circulars and Regulation 44 of Listing Regulations, the Company has extended e-voting facility to its Shareholders to enable them to cast their

votes electronically. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to its members.

• 7. The voting rights of the Shareholders shall be in proportion to their share in the paidup equity share capital of the Company as on the cut-off date i.e. Friday, 20th November 2020.
• 8. The Board of Directors of your Company has appointed Mr. P.S. Bathla, Proprietor of M/s. P.S Bathla & Associates, Practising Company Secretaries, Ludhiana, as Scrutinizer for postal ballot and e-voting process in a fair and transparent manner.

The Scrutinizer's decision on the validity of the Postal Ballot shall be final. Upon completion of scrutiny of the e-voting, the Scrutinizer shall submit his report within the prescribed time limit, to the Chairman or any other person authorised by him. The result of the Postal Ballot will be announced by the Chairman or the authorised person on/before 31st December 2020 at the Registered Office of the Company. Such Results, along with the Scrutinizer's Report, will be available on the Company's website www.shreyansgroup.com and will be forwarded to the Stock Exchanges where the Company's shares are listed, Central Depositories Services (India) Limited (CDSL), engaged by the Company for facilitating e-voting on that date.

• 9. The instruction and other information relating to e-voting process shall be as under:
• (i) The voting period begins on Monday, 30th November 2020 at 9.00 A.M. (IST) and end on Tuesday, 29th December 2020 at 5.00 P.M. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 20th November 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iii) Click on Shareholders.
• (iv) Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
    • Or

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• (v) Next enter the Image Verification as displayed and Click on Login.
• (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
	(Applicable for both demat shareholders as well as physical shareholders)
	•MemberswhohavenotupdatedtheirPANwiththe
	Company/DepositoryParticipantarerequestedtousethe
	sequence number which is printed on Postal Ballot / Attendance
	Slip indicated in the PAN field.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Bank	as recorded in your demat account or in the company records in order to
Details	login.
ORDate	•If both the details are not recorded with the depository or company
ofBirth	please enter the member id / folio number in the Dividend Bank
(DOB)	details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xi) Click on the EVSN (201125017) for on which you choose to vote.

• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• (xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

(xix) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

**10.**1. For Physical shareholders: please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company at cs@shreayansgroup.com, atl@shreyansgroup.com/to RTA at parveen@skylinerta.com, admin@skylinerta.com

1. For Demat shareholders: please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID+CLID), 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 Company at cs@shreayansgroup.com, atl@shreyansgroup.com/to RTA at parveen@skylinerta.com admin@skylinerta.com .

(xx) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details by custodian a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. In case of Non-Individual Shareholders, admin user also would be able to link the accounts(S).
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022-23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

• **11.**The resolution, if passed by the requisite majority, shall be deemed to have been passed as if the same have been passed at a general meeting of the Shareholders convened in that behalf. The resolution, if approved by the requisite majority of Shareholders by means of e-voting, shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Tuesday, 29th December, 2020 at 5:00 P.M.
• **12.**All documents referred to in this Notice and Explanatory Statement are available for inspection by the Shareholders at the Registered Office of the Company on all working days except Saturdays, Sundays and National Holidays between 11:00 A.M. (IST) and 1:00 P.M. (IST) from the date of dispatch of Notice up to the last date of e-voting i.e. 29th December, 2020 at 5:00 P.M.

All documents referred to in the Notice will also be available electronically for inspection without any fee by the Shareholders from the date of circulation of this Notice up till the closure of the voting period. The Shareholders seeking to inspect such documents can send an email to cs@shreyansgroup.com.

By order of the Board For Shreyans Industries Limited

Sd/- (Ruchita Vij) Company Secretary FCS 9210

Date: 9th November 2020 Place: Ludhiana

Reg. Office: Village: Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana 141 123 CIN: L17115PB1979PLC003994 Tel.: +91-161-2685270, 98764-00948 Email: cs@shreyansgroup.com, atl@shreyansgroup.com Website: www.shreyansgroup.com

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

Ms. Harbhajan Kaur Bal, aged 81 years, has been recommended by the Board of Directors as an Additional Director (Independent, Non-Executive) of the Company w.e.f. 9th November, 2020.

Ms. Harbhajan Kaur Bal has experience of more than three decades as Academician & General Management. She is former Professor and Head Department of Business Management, Punjab Agricultural University. She also worked at Institute of economic growth, New Delhi, Lady Irwin College. She also has vast teaching, research and advisory work related experience with reputed and well known educational organizations in India.

Further, Ms. Harbhajan Kaur Bal meets the criteria of independence laid down in Section 149 of the Companies Act, 2013 and has furnished a declaration to the Company in this respect. In the opinion of the Board, she fulfills the conditions specified in the Act and the Rules made thereunder and is independent of the management. Accordingly, the Nomination & Remuneration Committee recommended to the Board and the Board has approved the appointment of Ms. Harbhajan Kaur Bal as an Independent Director for a period of five years with effect from 9th November, 2020 to 8th November, 2025, subject to the approval of the Shareholders of the Company.

As per the Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 the approval of the Shareholders is also required by way of special resolution for appointing/continuing the Directorship of any non-executive director who has attained the age of 75 years.

Considering the qualifications, positive attributes, expertise and independence, the Board of Directors, considers that her association would be of immense benefit to the Company. The Board recommends the Special Resolution set forth at Item No. 1 of the Notice for the approval of the members.

NOTICE OF INTEREST:

Except Ms. Harbhajan Kaur Bal, being an appointee, none of the other Directors, Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the proposed resolution.

Disclosure under Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Name of the Director	Harbhajan Kaur Bal
DIN	00008576
Date of Birth (age in years)	12.06.1939; 81 years
Date of Appointment on the Board	09.11.2020(subject to approval of Shareholders of the Companythrough Special Resolution)
Expertise in specific functional areas	Academician & General Management
Qualifications	M.A (Maths), M. Stat, Ph.D. (Statistics) and DIM(Diploma in Management)
Directorshipofotherpubliclimitedcompanies	NIL
MembershipsofCommitteesofotherpubliclimitedcompanies(mandatorycommittees only)	NIL
Disclosure of relationshipbetween directors inter-se	Not related with other directors, promoters, managerand KMPs.
No. of Shares held in theCompany	NIL

By order of the Board For Shreyans Industries Limited

Sd/- (Ruchita Vij) Company Secretary FCS 9210

Date: 9th November 2020 Place: Ludhiana

Reg. Office: Village: Bholapur, P.O. Sahabana, Chandigarh Road, Ludhiana 141 123 CIN: L17115PB1979PLC003994 Tel.: +91-161-2685270, 98764-00948 Email: cs@shreyansgroup.com, atl@shreyansgroup.com Website: www.shreyansgroup.com